Common use of Position and Duties Clause in Contracts

Position and Duties. At all times during the Term, the Executive shall (i) serve as President and Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the TermEmployment Period and subject to any applicable terms of the Certificate of Incorporation or Bylaws of the Company, the Executive shall (i) serve as President Co-Director of Research and Development of the Company and shall, subject to the direction of the Board of Directors (“Board”) and the Chief Executive Officer of the Company (“CEO”), participate in the Company’s technology, research and innovation efforts. In connection therewith, Executive shall work with the Company’s other Co-Director of Research and Development (if such person has been engaged by the Company) to supervise or assist with the research and development activities of the Company, subject to the power and authority of the Board and the Bank andCEO to expand (with mutual agreement of Executive) or limit Executive’s duties, responsibilities, functions and authority. (b) Executive shall report to the CEO and shall diligently perform his duties in such capacitygood faith in accordance with Section 2(a) above. (c) Executive shall comply with all lawful rules, shall perform such duties policies, procedures, regulations and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him administrative directions now or hereafter reasonably established by the Board from for employees of the Company. (d) Notwithstanding the foregoing in this Section 2, Executive’s employment will be subject to the following provisions: (i) Executive will be free to devote such time to timeas he sees fit in his sole discretion towards educational, welfare, social, religious and civic organizations and perform services for, and hold director, advisor, management or employment positions with, other companies and businesses. Without limitation of the foregoing, Company accepts and approves that Executive may serve one or more LDS missions or, if called, serve in any capacity for the LDS church and related organizations during the Employment period. Executive will not be required to work a particular number of hours for the Company. (ii) diligently The parties agree that Executive’s inventions, ideas and conscientiously devote substantially all of other intellectual property conceived developed, reduced to practice, documented or filed with any governmental entity during his business time, energy, and ability employment relating to his duties and the business of the Company and the Bank and will not engage in any other business, professionconducted, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not known to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential proposed to be a competitor of conducted, by the Company or its subsidiaries are the Bank or an unlimited ownership interest consideration provided in any entity which is not similar exchange for the Salary payments and other benefits hereunder. Notwithstanding anything herein to the contrary, Executive shall, as a condition to his employment hereunder and does not have to his right to the potential to compete with receipt of the Company or Salary and other benefits hereunder, enter into a Proprietary Information, Invention Assignment, and Non-Competition Agreement in substantially the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of form annexed as Exhibit A hereto setting forth the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for previous inventions which he serves as of pre-date the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee date of such Board authorized to act on such Board’s behalf. For purposes of this Proprietary Information, Invention Assignment and Non-Competition Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during the Term, the Executive shall (i) serve the Company as President its Chief Executive Officer. Executive shall have all of the powers and duties in such capacity that are customary to the powers and duties of those of a Chief Executive Officer of a company within the industry in which the Company operates, including specifically the following: setting the Company’s operational and financial objectives, annual budget and quarterly forecasts in conjunction with the Company’s long range plan to maximize the Company’s value and efficiency; defining and implementing the Company’s policies and systems of control to ensure that all Company activities are carried out in accordance with the Company’s overall business principles, goals and objectives; and indirectly overseeing and/or supervising all of the Company’s operations, facilities and personnel. The foregoing powers and duties shall be subject to the general direction of the Company’s Board of Directors (the “Board”). Executive shall report directly to Board and all employees shall report to Executive or his designee. Executive shall be appointed or elected to the Board and the Bank andBoard of Saturn Acquisition Holdings, in such capacity, LLC throughout his service as Chief Executive Officer. Executive shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote Executive’s substantially all of his full business time, energy, attention and ability efforts to his duties and the business affairs of the Company and the Bank and will Executive shall not engage in any other business, professionbusiness duties or pursuits or render any services of a professional nature to any other entity or person, or occupation serve on any other for compensation or otherwise which would conflict or materially interfere with the performance profit boards of such services either directly or indirectly directors, without the prior written consent of the Board, provided that Executive may be involved in charitable activities and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; manage his personal passive investments provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do foregoing does not materially interfere with the Executive’s performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s his duties hereunder. The Executive In addition, in the event that any parent entity is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the businessor becomes an operating company or becomes publicly traded, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company chief executive officer and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a board member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationentity.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President and be Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform with such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be are assigned to him by the Board from time of Directors of the Company (the “Board”) consistent with his position as Chief Executive Officer of the Company, including, as the Board may request, without additional compensation, to timeserve as an officer or director of certain subsidiaries and other affiliated entities of the Company. (b) During the Employment Period, and (ii) diligently excluding any periods of vacation and conscientiously sick leave to which the Executive is entitled, the Executive shall devote substantially all of his full attention and time during normal business time, energy, and ability hours to his duties and the business and affairs of the Company and shall perform his services primarily at the Bank Company’s headquarters, wherever the Board may from time to time designate them to be, and will shall use his reasonable best efforts to carry out the responsibilities assigned to the Executive faithfully and efficiently. It shall not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent be considered a violation of the Boardforegoing for the Executive to (i) serve on civic or charitable boards or committees, and (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) comply with all directions from serve on the Board (board of directors of other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of companies, so long as the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to approves such appointments (a) with the prior written consent of the Board (such approval not to be unreasonably withheld), act or serve as a director(iv) manage personal investments, trustee, committee member, or principal of any type of business, civic or charitable organization as so long as such activities do not compete with and are disclosed in writing not provided to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of for any entity which has the potential to be a competitor of the Company that competes with or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential intends to compete with the Company or the Bank; provided that, such ownership represents a passive investment any of its subsidiaries and that the Executive is not a controlling person of, or a member of a group that controls, such entity; affiliates and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer an employee of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of in accordance with this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive Employee shall (i) serve as President and Chief Executive Financial Officer of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timeits Subsidiaries, and (ii) diligently shall have the normal duties, responsibilities, functions and conscientiously devote substantially authority of a Chief Financial Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of his business time, energy, the Chief Executive Officer and ability to his duties and the business President of the Company and the Bank Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities, functions and will authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall render such services to the Company as the Chief Executive Officer and President and/or the Board may from time to time direct. (b) During the Employment Period, Employee shall report to the Chief Executive Officer and President and the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (c) Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not engage in serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions ; provided that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or Employee may serve as a director, trustee, committee memberan officer or director of, or principal of any type of businessotherwise participate in, purely educational, welfare, social, religious or civic or charitable organization as organizations so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the ExecutiveEmployee’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. employment. (d) For purposes of this Agreement, all references “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, at the Company and time of determination, owned by the Bank. During the TermCompany, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer directly or director of any affiliate of the Company for no additional compensationthrough one or more Subsidiaries.

Position and Duties. At all times during (a) During the TermEmployment Term (as defined in Section 2 hereof), the Executive shall serve as the President and Chief Executive Officer of the Company. In these capacities, the Executive shall (i) serve as President and Chief Executive Officer have all of the Company duties, authorities and responsibilities customarily exercised by an individual serving as the Bank and, in such capacity, shall perform such duties president and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by chief executive officer of a company the Board from time to timesize and nature of the Company, and (ii) diligently have such other duties, authorities and conscientiously devote substantially all responsibilities, consistent with the foregoing, as may reasonably be assigned to the Executive from time to time by the Board of his business timeDirectors of the Company (the “Board”). The Executive shall also serve as a member of the Board and, energyif requested, as an officer or director of any subsidiary of the Company. The Executive will work from an office in the Executive’s residence in Atlanta, Georgia; provided, that the Executive understands and ability to agrees that his duties and the responsibilities will require travel for business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bankpurposes. The Executive shall report directly to the Board. Notwithstanding . (b) During the foregoingEmployment Term, the Executive will be permitted to (a) with the prior written consent shall devote substantially all of the Board (not Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as with the Company, provided hereunder. The that the foregoing shall not prevent the Executive has disclosed all such businessfrom (i) serving on the Board of Directors of Nice Systems Ltd. or the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, and charitable organizations for which he serves as of the Effective Dateeducational, professional, community or industry affairs, and it is hereby acknowledged that(iii) managing the Executive’s passive personal investments, so long as of such activities in the Effective Date, the same aggregate do not currently materially interfere or conflict with, and are not expected to interfere with, with the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board hereunder or create a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board potential business or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationfiduciary conflict.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President Executive Director of MÜV Enterprises, and in connection therewith Executive shall render such administrative, financial and other executive and managerial services to the Company and its subsidiaries and have the responsibilities and authority which are consistent with Executive’s position, subject to the power and authority of the Board of Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority. (b) Executive shall report to the Company’s Chief Executive Officer (or such other person as shall be designated by the Board). Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. Executive shall devote Executive’s full business time, energies and attention during customary business hours (except for permitted vacation periods and periods of illness or other temporary incapacity) to the business and affairs of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities its subsidiaries. So long as Executive is typical for such positions, as well as any other reasonable duties as may be assigned to him employed by the Board from time to timeCompany, and (ii) diligently and conscientiously devote substantially all of his business timeExecutive shall not, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply accept other employment or perform other services for compensation or that interfere with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) Executive’s employment with the prior written consent of the Board (not to be unreasonably withheld)Company; provided, act or serve as a directorhowever, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations, in each of the foregoing cases so long as such activities are not in competition with the Company or any affiliate of its subsidiaries and do not interfere with Executive’s ability to carry out Executive’s duties under this Agreement. (c) Executive shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for officers or employees of the Company for no additional compensationor any of its subsidiaries.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President and the Chief Executive Operating Officer of the Company and each of its subsidiaries unless otherwise set forth in corporate documents, employment agreements with other employees or public filings, and shall have the Bank andusual and customary duties, in such capacity, shall perform such duties responsibilities and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned authority of a Chief Operating Officer subject to him by the power of the Board from time of Directors of the Company (the “Board”) (i) to timereasonably expand or limit such duties, responsibilities and authority and (ii) diligently to override the actions of the Executive. The Executive shall, if so requested by the Company, also serve with or without additional compensation, as an officer, director or manager of entities from time to time directly or indirectly owned or controlled by the Company (each an “Affiliate,” or collectively, the “Affiliates”). (b) The Executive shall report to the Board and conscientiously shall devote his best efforts and substantially all of his active business time, energy, time and ability attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesits Affiliates. The Executive shall be responsible overall for perform his duties and responsibilities to the conduct best of the business of the Company his abilities in a diligent and the Bank. During the Termprofessional manner. (c) In addition to any responsibilities, tasks or duties set forth herein, specific responsibilities, tasks and duties are set forth on Appendix 1 attached hereto. (d) The foregoing restrictions shall not limit or prohibit the Executive shall serve as a member of from engaging in passive investment, inactive business ventures and community, charitable and social activities not interfering with the Company Board Executive’s performance and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationobligations hereunder.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Executive Vice President & President, Control Products Division of the Company and shall have such responsibilities, duties and authority as set forth in the Bylaws of the Company or as otherwise are consistent with such position as well as such additional responsibilities, duties and authority as the Company’s President and Chief Executive Officer or the Company’s Board of Directors (the Company “Board”) shall determine and assign from time to time. During the Bank andEmployment Period, the Executive shall report to the Company’s President and Chief Executive Officer or the Chief Executive Officer’s designee. The Executive shall fully comply with the Company’s Worldwide Code of Legal and Ethical Business Conduct as in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board effect from time to time, and (ii) diligently and conscientiously or any successor or similar Code or Rules of Conduct. The Executive shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the Bankforegoing, including it is understood that during the implementation of strategic goals and objectivesEmployment Period, subject to supervision and oversight by the Board or a committee any conflict of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business interest policies of the Company and the Bank. During the TermSection 9, the Executive shall may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company; (b) make and manage personal investments of his choice; and (c) with the prior consent of the Company’s President and Chief Executive Officer serve on the board of directors of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the Company Board and and/or as a director and/or member of a committee and/or officer of one or more subsidiaries or related or affiliated companies or joint ventures of the Bank Board and shall not receive any Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationin this Agreement.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Senior Vice President and Chief Executive Marketing Officer of the Company reporting directly to the most senior executive officer and shall be the Bank andCompany’s most senior marketing officer. During the Employment Period, in such capacity, the Executive also shall perform such duties serve as Senior Vice President and Chief Marketing Officer of KKDC and shall be KKDC’s most senior marketing officer. The Executive shall have such responsibilities as is typical for such positionsresponsibilities, as well as any other reasonable powers and duties as may from time to time be assigned to him prescribed by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company Companies; provided that such responsibilities, powers and the Bank. The Executive’s duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the Company proper conduct of the business of the Companies. During the Employment Period, the Executive shall devote substantially all of his working time and efforts to the Bank include responsibility for managing the business, operations, business and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesits Subsidiaries. The Executive shall be responsible overall for the conduct not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the business of the Company and or its Subsidiaries, whether for compensation or otherwise, without the Bank. During prior approval of the TermBoard; provided, however, the Executive shall may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld, and the Executive may serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of not-for-profit organizations or engage in other charitable, civic or educational activities, so long as the activities described in this proviso do not interfere with the Executive’s performance of his duties hereunder or result in any affiliate conflict of interest with the Company for no additional compensationCompanies.

Position and Duties. At all times (a) From the Effective Date and during the remainder of the Employment Term, the Executive shall (i) serve as President and Chief Executive Officer of TXU Energy and Executive Vice President of the Company and Company. Executive shall also serve on the Bank andboard of managers of TXU Energy as its Chairman without additional compensation. In both positions, in such capacity, Executive shall perform such duties and have such duties, authority and responsibilities as is typical for such positions, as well as any other reasonable duties as may shall be assigned to him by the Board determined from time to timetime by the President and CEO of the Company, which duties, authority and (ii) diligently responsibilities shall be customary for Executive’s position in a business of similar size, type and conscientiously devote substantially all nature to that of his business timeTXU Energy or the Company, energy, as appropriate. Executive shall report to the President and ability to his duties and the business CEO of the Company with respect to his responsibilities to TXU Energy and the Bank Company. (b) During the Employment Term, Executive will devote Executive’s full business time and best efforts to performance of the duties described in Section 2(a) and will not engage in any other business, profession, profession or occupation for compensation or otherwise which would conflict or materially interfere, directly or indirectly, with performance of Executive’s duties. Executive may participate in civic and charitable activities and may serve on the board of non-profit organizations and on the board of one outside company, provided that Executive obtains prior approval of the board of directors of the Company (as used herein, the term “Board” shall mean the board of directors of the Company or a committee designated by such board), which shall not be unreasonably withheld, prior to accepting appointment or reappointment to a board of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board hereunder or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationconflict with Section 8.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive Employee shall (i) serve as President and Chief Executive Officer of the Company and its Subsidiaries, and shall have the Bank andnormal duties, in responsibilities, functions and authority of a Chief Executive Officer, provided that Employee’s duties, responsibilities, functions and authority are all subject to the power of the Company’s board of directors (the “Board”) to expand or limit such capacityduties, responsibilities, functions and authority, and to override actions of the officers and employees of the Company. During the Employment Period, Employee shall perform render such duties services to the Company as the Chief Executive Officer and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by President and/or the Board may from time to timetime direct. (b) During the Employment Period, Employee shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its current and future, direct and indirect, Subsidiaries, parents, and related entities or affiliates. (iic) diligently Employee shall perform his duties, responsibilities and conscientiously devote substantially all of his business time, energy, and ability functions to his duties and the business of the Company and its Subsidiaries hereunder to the Bank best of his abilities in a diligent, trustworthy, businesslike and will efficient manner and shall comply with the Company’s current policies and procedures in all material respects. During the Employment Period, Employee shall not engage in serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions ; provided that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or Employee may serve as a director, trustee, committee memberan officer or director of, or principal of any type of businessotherwise participate in, purely educational, welfare, social, religious or civic or charitable organization as organizations so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the ExecutiveEmployee’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. employment. (d) For purposes of this Agreement, all references “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, at the Company and time of determination, owned by the Bank. During the TermCompany, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer directly or director of any affiliate of the Company for no additional compensationthrough one or more Subsidiaries.

Position and Duties. At all times during the Term, the (a) Executive shall (i) serve as the President of the Company and shall have the normal duties, responsibilities, functions and authority of the President, subject to the power and authority of the Company’s board of directors (the “Board”), or any designated committee thereof, to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company in the Board’s or such committee’s discretion. Executive shall render such administrative, financial and other executive and managerial services to the Company which are consistent with Executive’s position as President or as the Board or such committee may from time to time direct. (b) Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Bank and, in such capacity, business and affairs of the Company. Executive shall perform such duties his duties, responsibilities and have such responsibilities functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures in all material respects. Executive shall not serve as is typical an officer or director of, or otherwise perform services for such positionscompensation for, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and . (iiic) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services upon his election as a member of such boardsdirector promptly after the Start Date and until his successor is duly elected and qualified. Executive shall, if requested, also serve shall perform faithfully his duties as an officer or a director of any affiliate of consistent with the Company for no additional compensationCompany’s Bylaws and applicable law.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President and the Chief Executive Officer of the Company, and in connection therewith Executive shall render such administrative, financial and other executive and managerial services to the Company and its subsidiaries and have the Bank andresponsibilities and authority which are 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 duties, responsibilities, functions and authority. (b) On the Effective Date Executive shall be a member of the Board and shall serve as Chairman of the Board, in such capacityeach case until his resignation, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by removal or replacement in accordance with the Board Company’s governance documents in effect from time to time. (c) Executive shall report to the Company’s Board. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, businesslike and (ii) diligently and conscientiously efficient manner. Executive shall devote substantially all of his Executive’s full business time, energy, energies and ability attention during customary business hours (except for permitted vacation periods and periods of illness or other temporary incapacity) to his duties and the business and affairs of the Company and its subsidiaries. So long as Executive is employed by the Bank and will not engage in any other businessCompany, professionExecutive shall not, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply accept other employment or perform other services for compensation or that interfere with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) Executive’s employment with the prior written consent of the Board Company; provided, however, that (not i) [Executive may continue to be unreasonably withheld), act or provide advisory services and serve as a director, trustee, committee member, an officer or principal of any type of business, civic director in private companies involved in the restaurant and bar business in which Executive or charitable organization as long as such activities are disclosed in writing to the Boardhis affiliates hold investments], and (bii) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations, in each of the foregoing cases so long as such activities are not in competition with the Company or any affiliate of its subsidiaries and do not interfere with Executive’s ability to carry out Executive’s duties under this Agreement. (d) Executive shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for officers or employees of the Company for no additional compensationor any of its subsidiaries.

Position and Duties. At all times during the Term(1) During Employment Period, the Executive Employee shall (i) serve as President and Chief Corporate Executive Officer of the Company and the Bank Chef and, in such capacityso doing, shall perform the normal duties associated with such duties position and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timetime by Employee’s Supervisor or the Company’s executive management. (2) During the Employment Period, and (ii) diligently and conscientiously Employee agrees to devote substantially all of his business time, energy, and ability full working time to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and to use his best efforts to perform faithfully, effectively and efficiently his duties. Employee covenants, warrants and represents that he shall: (i) devote his full and best efforts to the Bankfulfillment of employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of his duties; (iii) endeavor to prevent any harm, including the implementation of strategic goals and objectivesin any way, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business or reputation of the Company or its affiliates; and (iv) not engaged in any other business activity of any kind without the Bankadvance written consent of the Company, including any passive investments other than the ownership of publicly traded stock in an amount not to exceed three percent of the issued and outstanding stock of the company. (3) In keeping with Employee’s fiduciary duties to the Company, Employee agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Employee agrees that he shall promptly disclose to the Company any facts which might involve any reasonable possibility of a conflict of interest. Employee further agrees that he shall abide by the Company’s Code of Ethics, as may be amended from time to time. During the TermEmployment Period, Employee shall not engage in any activities in competition with the Executive shall serve Company or its affiliates or participate in any business, either as a member an employee, officer, director, shareholder or contractor, in competition with the Company or its affiliates. Further, during the Employment Period, Employee agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Company Board and Company, including any passive investments other than the Bank Board and shall ownership of publicly traded stock in an amount not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate to exceed three percent of the Company for no additional compensationissued and outstanding stock of the company. (4) Employee agrees to observe and comply with the Company’s policies, practices, and procedures, as adopted or amended from time to time.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President and Chief Executive Officer the [JOB TITLE] of the Company and each of its subsidiaries and shall have the Bank andusual and customary duties, in responsibilities and authority of a [JOB TITLE], including, without limitation [Insert specific duties], but subject to the power of the Management Board of Holdings (the “Board”) (i) to expand or limit such capacityduties, shall perform such duties responsibilities and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, authority and (ii) diligently to override the actions of the Executive. The Executive shall, if so requested by the Company, also provide services without additional compensation to entities from time to time directly or indirectly owned or controlled by, or owning or controlling, the Company (including, without limitation, Holdings, Acquisition and conscientiously Blyth, each an “Affiliate,” or collectively, the “Affiliates”). (b) The Executive shall report to the [SUPERVISOR’S TITLE] of the Company and shall devote his best efforts and substantially all of his active business time, energy, time and ability attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesits Affiliates. The Executive shall be responsible overall for perform his duties and responsibilities to the conduct best of the business of the Company his abilities and the Bankin a diligent and professional manner. During the TermEmployment Period, the Executive shall may write or create books, blogs or other media, or perform speaking engagements; provided, however, that (i) such outside activities may only be for the express purpose of promoting the Company or its Affiliates, and (ii) any fees or other compensation received for such activities shall, in all instances, belong to and be retained by the Company. The Executive may serve as a member director for non-competing companies only with the advance written approval of the Company Board and of Directors of the Bank Board and Company. (c) The foregoing restrictions shall not receive any additional compensation for services as a member of such boards. limit or prohibit the Executive shallfrom engaging in passive investment, if requestedinactive business ventures and community, also serve as an officer or director of any affiliate of charitable and social activities not interfering with the Company for no additional compensationExecutive’s performance and obligations hereunder.

Position and Duties. At all times during the Term, the Executive shall (i) serve the Company as its President and Chief Executive Officer. Executive shall have all of the powers and duties in such capacity that are customary to the powers and duties of those of a President and Chief Executive Officer of a company within the industry in which the Company operates, including specifically the following: setting the Company’s vision and strategic objectives and aligning resources to achieve these defined objectives, setting the Bank andCompany’s operational and financial objectives, annual budget and quarterly forecasts in such capacityconjunction with the Company’s long range plan to maximize the Company’s value and efficiency; defining and implementing the Company’s policies and systems of control to ensure that all Company activities are carried out in accordance with the Company’s overall business principles, goals and objectives; and indirectly overseeing and/or supervising all of the Company’s operations, facilities and personnel. The foregoing powers and duties shall perform such duties be subject to the direction of the Company’s Board of Directors (the “Board”). Executive shall be and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by remain a member of the Board from time of the Company. In his role as President and Chief Executive Officer, Executive shall report directly to time, and (ii) diligently and conscientiously the Board throughout his service. Executive shall devote Executive’s substantially all of his full business time, energy, attention and ability efforts to his duties and the business affairs of the Company and the Bank and will Executive shall not engage in any other business, professionbusiness duties or pursuits or render any services of a professional nature to any other entity or person, or occupation serve on any other for compensation or otherwise which would conflict or materially interfere with profit boards of directors (other than the performance board of such services either directly or indirectly directors of Elo Touch Solutions), without the prior written consent of the Board, provided that Executive may be involved in charitable activities and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; manage his personal passive investments provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do foregoing does not materially interfere with the Executive’s performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s his duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the President and Chief Executive Officer (“CEO”) of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authorities customarily exercised by the President and CEO of a company of similar size and nature as the Company. During the Employment Period, Executive shall render such capacityadministrative, shall perform such duties financial and have such responsibilities as is typical for such positionsother executive and managerial services to the Company and its affiliates which are consistent with Executive’s position, as well as any other reasonable duties as may be assigned to him by the Board of Directors of the Company (the “Board”) may from time to timetime direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently to the business and conscientiously devote substantially all affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his business timeabilities in a diligent, energytrustworthy, professional and ability to efficient manner and shall comply with the Company’s policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business of and strategic plans approved from time to time by the Company and Board. During the Bank and will Employment Period, Executive shall not engage in serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive which shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or . Executive may serve as a director, trustee, committee memberan officer or director of, or principal of any type of businessotherwise participate in, purely educational, welfare, social, religious and civic or charitable organization as organizations so long as such activities are disclosed do not interfere with Executive’s employment. Nothing contained herein shall preclude Executive from (i) engaging in writing to the Board, charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and affairs; and (biv) purchase delivering lectures, fulfilling speaking engagements or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bankteaching at educational institutions; provided that, that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the regular performance of the Executive’s material his duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of under this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during 2.1 Employer xxxxxx agrees to employ Employee as the Term, the Executive shall (i) serve as President and Chief Executive Officer of TKO, subject to the Company terms, conditions and the Bank and, in provisions of this Agreement. In such capacity, Employee shall perform report exclusively to TKO’s Board of Directors (the “Board”). Employee shall: (i) be responsible for managing the day-to-day operations and activities of the Employer Group, with such duties duties, responsibilities and authorities customarily associated with such position, and (ii) have the final power and authority to decide any matter regarding the Employer Group, subject to all rights of the Board and such responsibilities as other person(s) whose approval is typical for such positionsrequired in accordance with TKO’s bylaws, as well as any other reasonable duties as may be assigned amended from time to him by time (collectively, the Board “Governing Body”), including, without limitation, with respect to matters that require the approval of the Governing Body, as applicable. 2.2 Employee accepts such employment and agrees to render services as provided herein, all of which services shall be performed conscientiously and to the fullest extent of Employee’s ability. Employee shall devote a substantial portion of Employee’s business time to the Employer Group during the Term (as defined in Subsection 4.1 below); provided that, nothing in this Agreement shall prohibit or otherwise limit Employee from (a) continuing to provide services in his role and position at EDR, EDR OpCo and their respective subsidiaries (other than the Employer Group) (the “EDR Group”), as may be modified from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve serving as a member of the Company Board and the Bank Board and shall board of directors of any charitable, educational, religious or entertainment industry trade, public interest or public service organization (but not receive any additional compensation for services as a member of such boards. Executive shallthe board of directors of a “for-profit” entity not part of (i) the Employer Group or (ii) EDR Group unless approved by the Board or set forth on Annex A hereto), if requested, also serve as an officer or director of any affiliate in each instance not inconsistent with the business practices and policies of the Company for no additional compensationEmployer Group, or from devoting reasonable periods of time to the activities of the aforementioned organizations, unless such activities described in subsection (b) interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder to the Employer Group. 2.3 Employee shall be entitled, but not obligated, to serve on the Board (and any committee thereof), to the extent permitted by applicable law and listing standards.

Position and Duties. At all times during the Term, the (a) Executive shall (i) serve as President the Chief Financial Officer and Chief Executive Officer Treasurer of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authority customarily associated with such capacity, shall perform position and such other duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timetime to Executive by the Company’s Chief Executive Officer, and Board of Directors (iithe “Board”) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. and/or Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent Committee of the Board (not to be unreasonably withheldthe “Executive Committee”), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing all subject to the Boardpower and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. Executive shall perform his duties at the Company’s headquarters in Duluth, Georgia, subject to reasonable travel requirements. (b) purchase or own less than two percent Executive shall report to the Company’s Chief Executive Officer (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b“Supervisor”), in each case and in the aggregate, do not materially interfere with the performance of the Executive shall devote Executive’s material duties full-time energies and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of attention to the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company and its Affiliates. Executive shall perform Executive’s duties, responsibilities and functions to the BankCompany and its Affiliates hereunder in a diligent, including trustworthy, professional, ethical and efficient manner and shall comply with the implementation policies and procedures of strategic goals the Company and objectivesits Affiliates and will cooperate fully with the Board in the advancement of the best interests of the Company. Notwithstanding, subject Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to supervision and oversight the Company or any Affiliate. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the Company or any Affiliate; or (ii) as otherwise agreed by the Board or a committee of such Board authorized to act on such Board’s behalf. in writing. (c) For purposes of this Agreement, all references “Affiliate” shall mean with respect to either the Company Board any given entity, any other entity that directly, or the Bank Board shall be deemed to include references to all indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such committeesentity. The Executive shall be responsible overall for term “control” (including, with correlative meaning, the conduct terms “controlled by” and “under common control with”), as used with respect to any entity, means the possession, directly or indirectly, of the business power to direct or cause the direction of the Company management and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member policies of such boards. Executive shallentity, if requestedwhether through the ownership of voting securities, also serve as an officer by contract or director of any affiliate of the Company for no additional compensationotherwise.

Position and Duties. At all times during The Corporation hereby employs Executive, and Executive accepts such employment, as Co-Chief Executive Officer and Co-President of the Term, Corporation upon the terms and provisions set forth in this Agreement. Executive shall report only to the Board of Directors of the Corporation (ithe "Board") serve as President through the Chairman of the Board, and, subject to the directions of the Board, acting through the Chairman of the Board, shall have full general supervision, direction and control of all aspects of the business, officers and employees of the Corporation and its subsidiaries that are customary for the Chief Executive Officer of a public company like the Company and the Bank andCorporation, in such capacity, shall perform except for such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him allocated by the Board (acting through its Chairman) to the other Co-Chief Executive Officer. All officers and employees of the Corporation and its subsidiaries shall report directly or indirectly to Executive or to the other Co-Chief Executive Officer as the Board may from time to timetime determine. The Corporation shall employ two administrative assistants to assist Executive on substantially the same basis on which such administrative assistants were employed by the Corporation immediately before the date of this Agreement. Executive shall devote his full working time and effort to the business and affairs of the Corporation and its subsidiaries and will act in accordance with the policies and directions of the Board, acting through its Chairman. Executive may participate in other business activities and (ii) diligently and conscientiously devote substantially all act as a director of his business timeany profit or nonprofit corporation, energy, and ability to his duties and so long as such activity is not competitive with the business of the Company Corporation and the Bank and will not engage its subsidiaries in any other business, profession, or occupation for compensation or otherwise which would conflict or material respect and does not materially interfere with detract from the performance of such services either directly or indirectly without the prior written consent his duties as a full time executive of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationCorporation.

Position and Duties. At all times during the Term, the (a) Executive shall (i) serve as President the President, Powered Vehicles Group of the Company (such “Group” being also referred to herein as the ”Group”) and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Company’s Chief Executive Officer, Board of Directors (the “Board”) and Executive Committee of the Board (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) Executive shall report to the Company’s Chief Executive Officer and Executive shall devote Executive’s full-time energies and attention to the business and affairs of the Company and the Bank and, in such capacity, its Subsidiaries. Executive shall perform such duties Executive’s duties, responsibilities and have such responsibilities as is typical for such positionsfunctions to the Company and its Subsidiaries hereunder in a diligent, as well as any other reasonable duties as may be assigned to him by trustworthy, professional, ethical and efficient manner and shall comply with the Board from time to time, policies and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business procedures of the Company and the Bank its Subsidiaries and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere cooperate fully with the performance Board in the advancement of such services either directly the best interests of the Company. So long as Executive is employed by the Company or indirectly any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the Board, and (iii) comply with all directions from the Board (render to any other than directions person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity, that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided thatits Subsidiaries, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially and/or interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Bank include responsibility Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for managing any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the business, operationsCompany or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and affairs will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company and or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the Bankbusiness or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, including supplier or customer of the implementation of strategic goals and objectives, subject to supervision and oversight by the Board Company or a committee of such Board authorized to act on such Board’s behalf. its Subsidiaries. (c) For purposes of this Agreement, all references “Subsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, now or hereafter, owned directly or indirectly by the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationCompany.

Position and Duties. At all times during (a) During the Employment Term, the Executive Employee shall serve as Chief Financial Officer. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Employee by the Board of Directors of the Company (the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. (b) During the Employment Term, the Employee shall: (i) serve as President and Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his time during normal business timehours to the business of the Company, energy, and ability to fulfill his duties and obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company in a manner consistent with the duties of his position; provided, however, that Employee shall not be prevented from serving as a member of the board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Company or any of its subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The Employee acknowledges that this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to comply with these provisions. The Employee understands that entering into and complying with these provisions is a condition to the Employee’s continued employment with the Company and that failure to comply with the terms of these provisions may result in immediate termination from employment. (d) In connection with the Employee’s employment by the Company under this Employment Agreement, the Employee shall be based at the principal executive offices of the Company, located as of the date hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Boardmay require. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b)may, in each case and in its discretion, determine to relocate the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate principal offices of the Company for no additional compensation.any necessary business purpose, and doing so shall not be a breach of this Employment Agreement. South Texas Oil Company Xxxxxxxx Employment Agreement June 2008

Position and Duties. At all times during the Term, the Executive shall (i) serve as President and Chief Executive Officer of the Company and the Bank andwith such responsibilities, in such capacity, shall perform such duties and have such responsibilities as is typical for authority normally associated with such positions, as well as any and such other reasonable duties duties, consistent with the position of Chief Executive Officer, as may from time to time be assigned to him Executive by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business Directors of the Company (“Board”). Executive shall also be appointed to the Board as of the Effective Date and thereafter shall be subject to the Bank nomination and will election process applicable to all members of the Board. Executive shall devote all of Executive’s working time and efforts to the business and affairs of the Company (which shall include service to its affiliates) and shall not engage in any other business, profession, outside business activities (including serving on outside boards or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly committees) without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions provided that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b)to, in each case case, subject to compliance with this Agreement and in the aggregate, provided that such activities do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business: (i) manage Executive’s personal, civicfinancial and legal affairs, (ii) participate in trade associations, (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, and charitable organizations for which he serves (iv) serve on the board of directors of up to two for-profit entities, provided that such entities do not compete with the Company and its affiliates and such service does not present an actual or potential conflict of interest, as of reasonably determined by the Effective DateBoard, and it is hereby acknowledged that, as provided further that the Company agrees that one of such entities shall be Xxxxxxxxxx Holdings Inc. Executive agrees to observe and comply in all material respects with the Effective Date, the same do not currently conflict with, rules and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer policies of the Company and the Bank. The Executive’s duties for its affiliates as adopted by the Company or its affiliates from time to time and applicable to the Bank include responsibility for managing the businessCompany’s executive officers and directors generally, operationsin each case as amended from time to time, as set forth in writing, and affairs of the Company and the Bankas delivered or made available to Executive (each, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation“Policy”).

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive Employee shall (i) serve as President the Chief Financial Officer, and in connection therewith Employee shall render services to the Company and have the responsibilities and authority which are consistent with Employee’s position, subject to the power and authority of the officers and the Board of Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority. (b) Employee shall report to the Chief Executive Officer of (or such other person as shall be designated by the Company and the Bank and, in such capacity, Board). Employee shall perform such Employee’s duties and have such responsibilities as is typical for such positionsto the best of Employee’s abilities in a diligent, as well as any other reasonable duties as may be assigned to him by the Board from time to timetrustworthy, businesslike and (ii) diligently and conscientiously efficient manner Employee shall devote substantially all of his Employee’s full business time, energy, energies and ability attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to his duties and the business and affairs of the Company and Company. However, Employee may seek approval for external obligations from the Bank and will not engage in any other businessBoard by disclosing such activities on the Conflict of Interest Disclosure form attached hereto as Exhibit A. So long as Employee is employed by the Company, professionEmployee shall not, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply accept other employment or perform other services for compensation or that interfere with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) Employee’s employment with the prior written consent of the Board (not to be unreasonably withheld)Company; provided, act or serve as a directorhowever, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also Employee may serve as an officer or director of any affiliate or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s ability to carry out Employee’s duties under this Agreement. (c) Employee shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company. (d) The Company for no additional compensationshall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as VICE PRESIDENT AND GENERAL MANAGER, MOBILE ELECTRONICS of the Company and shall have such responsibilities, duties and authority as set forth in the Bylaws of the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer or the Company's Board of Directors (the Company "Board") shall determine from time to time. During the Employment Period, the Executive shall report to the Company's Executive Vice President and Chief Operating Officer or designee. The Executive shall fully comply with the Bank and, Company's Worldwide Code of Legal and Ethical Business Conduct as in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board effect from time to time, and (ii) diligently and conscientiously or any successor or similar Code. The Executive shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the Bankforegoing, including it is understood that during the implementation of strategic goals and objectivesEmployment Period, subject to supervision and oversight by the Board or a committee any conflict of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business interest policies of the Company and the Bank. During the TermSection 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company, (b) make and manage personal investments of his choice, and (c) with the prior consent of the Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the Company Board and and/or as a director and/or member of a committee and/or officer of one or more subsidiaries or related or affiliated companies or joint ventures of the Bank Board and shall not receive any Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationin this Agreement.

Position and Duties. At all times during (a) During the Employment Term, the Executive shall (i) serve as Chief Commercial Officer of Luminant and as Executive Vice President of the Company. As Chief Commercial Officer of Luminant, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of Luminant), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible shall report to Executive. As an Executive Vice President of the Company, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for the Company and its subsidiaries. In both positions, Executive shall have such duties described above and other duties, authority and responsibilities as shall be determined from time to time by the President and Chief CEO of the Company, which duties, authority and responsibilities shall be customary for Executive’s position in a business of similar size, type and nature to that of Luminant or the Company, as appropriate. Executive Officer shall report to the President and CEO of the Company with respect to his responsibilities to Luminant and the Bank and, in such capacity, Company. Executive shall perform such duties and have such responsibilities also serve as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business a member of the Company Strategy and Policy Committee for the Bank Company. (b) During the Employment Term, Executive will devote Executive’s full business time and best efforts to performance of the duties described in Section 2(a) and will not engage in any other business, profession, profession or occupation for compensation or otherwise which would conflict or materially interfere, directly or indirectly, with performance of Executive’s duties. Executive may participate in civic and charitable activities and may serve on the board of non-profit organizations and on the board of one outside company, provided that Executive obtains prior approval of the board of directors of the Company (as used herein, the term “Board” shall mean the board of directors of the Company or a committee designated by such board), which shall not be unreasonably withheld, prior to accepting appointment or reappointment to a board of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board hereunder or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationconflict with Section 8.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive Employee shall (i) serve as the Vice President of Clinical Development, and in connection therewith Employee shall render services to the Company and have the responsibilities and authority which are consistent with Employee’s position, subject to the power and authority of the officers and the Board of Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority. (b) Employee shall report to the Chief Executive Officer of (or such other person as shall be designated by the Company and the Bank and, in such capacity, Board). Employee shall perform such Employee’s duties and have such responsibilities as is typical for such positionsto the best of Employee’s abilities in a diligent, as well as any other reasonable duties as may be assigned to him by the Board from time to timetrustworthy, businesslike and (ii) diligently and conscientiously efficient manner Employee shall devote substantially all of his Employee’s full business time, energy, energies and ability attention (except for permitted vacation periods and periods of illness or other temporary incapacity) to his duties and the business and affairs of the Company and Company. However, Employee may seek approval for external obligations from the Bank and will not engage in any other businessBoard by disclosing such activities on the Conflict of Interest Disclosure form attached hereto as Exhibit A. So long as Employee is employed by the Company, professionEmployee shall not, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply accept other employment or perform other services for compensation or that interfere with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) Employee’s employment with the prior written consent of the Board (not to be unreasonably withheld)Company; provided, act or serve as a directorhowever, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also Employee may serve as an officer or director of any affiliate or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities are not in competition with the Company or do not interfere with Employee’s ability to carry out Employee’s duties under this Agreement. (c) Employee shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established by the Board for employees of the Company. (d) The Company for no additional compensationshall have the right to assign Employee new duties and to change Employee’s title subject to Section 4 of this Agreement.

Position and Duties. At all times during 1.1 During the TermInitial Employment Term (as defined below), the Executive Employee shall (i) serve as President and the Chief Executive Officer of the Company and shall report solely and directly to the Bank andBoard. The Employee shall be responsible for oversight and management of all operations and activities of the Company. In addition, in such capacity, the Employee shall perform such all other duties and have accept all other responsibilities incident to such responsibilities as is typical for such positions, as well as any other reasonable duties position as may be reasonably assigned to him by the Board from time Board. 1.2 During the Initial Employment Term, Employee shall serve the Company faithfully and to time, the best of his ability and (ii) diligently and conscientiously shall devote substantially all of his business time, energy, attention and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly duties as may be assigned to him from time to time by the Board. Employee shall confer with the Board and must have the written approval prior to any mergers, acquisitions or indirectly without significant contracts by the company or prior written consent to entering into any new financial agreements on behalf of the Boardcompany outside of his normal day to day responsibilities. 1.3 Employee expressly represents and warrants to the Company that Employee is not a party to any contract or agreement and is not otherwise obligated in any way, and (iii) is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way the Employee’s ability to fully perform his duties and responsibilities under this Agreement. Employee further expressly represents and warrants that he is eligible to work in the United States and shall take all necessary action to comply with all directions from requests for verification of employment eligibility. 1.4 Employee will perform his duties and responsibilities located at the Board corporate headquarters or elsewhere within reason to perform the position’s responsibilities. 1.5 To the extent Employee is asked to serve as an officer, director or manager of the subsidiaries (other than directions that would require an illegal or unethical act or omission“Subsidiaries”) and all applicable policies and regulations of the Company (such as Muscle Maker Development, LLC and the Bank. Executive shall report directly Muscle Maker Corp., LLC), Employee’s duties to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board Subsidiaries shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Termhave been included in this Agreement, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive be entitled to any additional compensation for services as a member of such boards. Executive shallhereunder, if requested, also serve as an officer or director of any affiliate and shall be covered by all provisions of the Company for no additional compensationAgreement mutatis mutandis.

Position and Duties. At all times during (a) During the Employment Term, the Executive shall be employed as Vice President of Legal and Commercial Affairs and Corporate Secretary, under the direction and subject to the control of the Chief Executive Officer and the Board (which direction shall be such as is customarily exercised over Executive), and Executive shall have all such powers and authority with respect to the business, affairs, properties and operations as may be reasonably incident to Executive’s duties and responsibilities. In addition, Executive shall have such other duties, functions, responsibilities, and authority as are from time to time delegated to Executive by the Chief Executive Officer and the Board; provided, however, that such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable to Employer. The assignment to Executive of duties and/or responsibilities that are materially inconsistent with Executive’s status, positions, duties, responsibilities and functions with Employer immediately prior to the effective date of such assignment or the removal of Executive from, or the failure to re-elect Executive to, any material corporate office of Employer held by Executive immediately prior to such effective date shall constitute a material breach of this Agreement by Employer. (b) During the Employment Term, Executive shall devote his full business time, skill, and attention and his best efforts to the business and affairs of Employer to the extent necessary to discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to Executive in or pursuant to this Agreement, except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability and as otherwise specified in this Paragraph. Employer agrees that it shall not be a violation of this Paragraph for Executive to (i) serve as President and Chief Executive Officer of the Company and the Bank andon corporate, in such capacitycivic or charitable boards or committees, shall perform such duties and have such responsibilities as is typical for such positions(ii) deliver lectures, as well as any other reasonable duties as may be assigned to him by the Board from time to timefulfill speaking engagements or teach at educational institutions, and (iii) manage personal investments, so long as in the case of (i), (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will (iii) above such activities do not engage in any other business, profession, significantly interfere or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly Executive’s responsibilities under this Agreement or indirectly the interests of Employer. Executive shall not become a member of the board of directors or committees of any other for profit business organization without the prior written consent of the Board. (c) In connection with Executive’s employment under this Agreement, and (iii) comply with all directions from Executive shall be based in Houston, Texas, or at any other place where the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations principal executive offices of Employer may be located during the Company and Employment Term, subject to the Bankprovisions of Paragraph 1(j)(iii). Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive also will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve engage in such travel as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The in the business of Employer may require. (d) All services that Executive is may render to Employer or any of its Affiliates in any capacity during the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board Employment Term shall be deemed to include references to be services required by this Agreement and the consideration for such services is that provided for in this Agreement. (e) Executive hereby acknowledges that he has read and is familiar with Employer’s policies regarding business ethics and conduct, and will comply with all such committees. The Executive shall be responsible overall for provisions, and any amendments thereto, during the conduct of the business of the Company and the Bank. During the Employment Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times i. Subject to the policy guidelines and directives of the Company which are provided to him by the Company from time to time during the TermTerm (as defined below), the Executive Employee shall (i) serve as President Executive Vice President, General Counsel, and shall advance the business and welfare of the Company as determined by the Company from time to time, and have such powers and duties as may from time to time be prescribed by the Chairman and Chief Executive Officer of the Company and the Bank andCompany, which duties, in such capacitythe Company’s reasonable discretion, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board changed in any legal manner from time to time. Employee shall have no authority to bind or obligate the Company to the purchase or sale of any real property or to any other financial commitment, and (ii) diligently and conscientiously devote substantially all including without limitation the borrowing of his business timeany monies on a secured or unsecured basis, energy, and ability to his duties and without obtaining the business prior authorization of the Company as to the specific transaction. Employee’s duties shall include such other matters or responsibilities as the Company and Employee may jointly agree upon from time to time during the Bank term of this Agreement. ii. Employee’s employment is on a full-time and will “best-efforts” basis meaning that during the term of this Agreement, Employee shall not engage in accept any other businessfull or part-time employment, professionincluding without limitation as an independent consultant, after working hours or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly otherwise, without the prior written consent of the BoardCompany, which may be given, withheld or conditioned in the Company’s sole and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) absolute discretion. Employee shall devote his full energies, interests, abilities and all applicable policies and regulations of the Company and the Bank. Executive shall report directly productive time to the Boardperformance of his duties and responsibilities under this Agreement. During the Term, Employee shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder or otherwise promote, participate or engage in any activity or other business competitive with the Company’s business. Notwithstanding the foregoing, the Executive Company acknowledges that Employee has made and will be permitted continue to make personal investments that will require Employee’s periodic attention. Employee may participate in such personal investments to the full extent desired by Employee so long as such personal investment activity does not detract from Employee’s ability to devote his full energies and productive interests to the performance of his duties and responsibilities under this Agreement. iii. Employee shall devote substantially all of his working hours to Company business, provided, however, that Employee may (ai) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of businesson corporate, civic or charitable organization as boards or committees; and (ii) manage personal investments, so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially significantly interfere with the performance of Employee’s duties and obligations to the ExecutiveCompany under this Agreement. For the avoidance of doubt, Employee’s material continued conduct with respect to activities prior to the Effective Date shall not be deemed to interfere with his duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of under this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the Employment Term, the Executive shall (i) serve as President President, International and shall have the normal duties, responsibilities and authority attendant to such position, subject to the power of the Company’s Chief Executive Officer (“CEO”) to expand or limit such duties, responsibilities and authority. (b) Executive shall report to the CEO, and Executive shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and the Bank andits Subsidiaries; PROVIDED THAT Executive shall, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent approval of the Board (not CEO, be allowed to be unreasonably withheld), act or serve as (i) a directordirector or officer of any non-profit organization including trade, trusteecivic, committee membereducational or charitable organizations, or principal (ii) a director of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity corporation which is not similar to and does not have the potential to compete competing with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member any of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and its Subsidiaries in the aggregate, office product and office supply industry so long as such duties do not materially interfere with the performance of the Executive’s material duties or responsibilities under this Agreement. Executive shall perform Executive’s duties and responsibilities as provided hereunder. The under this Agreement to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. (c) Executive has disclosed all such business, civic, and charitable organizations for which he serves as shall be based at or in the vicinity of the Effective Date, and it is hereby acknowledged that, Company’s headquarters BUT may be required to travel as of the Effective Date, the same do not currently conflict with, and are not expected necessary to interfere with, the perform Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. responsibilities under this Agreement. (d) For purposes of this Agreement, all references to either “SUBSIDIARIES” shall mean any corporation of which the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct securities having a majority of the business voting power in electing directors are, at the time of determination, owned by the Company and the Bank. During the TermCompany, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer directly or director of any affiliate of the Company for no additional compensationthrough one or more Subsidiaries.

Position and Duties. At all times during Upon the terms and subject to the conditions set forth in this Agreement, for the period commencing on the date hereof and continuing until terminated in accordance with the terms of this Agreement (the “Term”), the Company hereby agrees to employ the Executive, and the Executive shall (i) serve hereby accepts employment with the Company to serve, as President and its Chief Scientific Officer, reporting to the Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the BoardCompany. Notwithstanding the foregoingforegoing or anything else contained herein, this Agreement shall not be construed as an agreement, either expressed or implied, to employ Executive for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both Executive will be permitted and the Company remain free to terminate the employment relationship, with or without Cause or Good Reason (a) with the prior written consent of the Board (not to be unreasonably withheldeach as defined below), act at any time, with or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bankwithout notice. During the Term, the Executive shall serve as be employed by the Company on a member full-time basis and shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates (as defined below), reasonably related to that position, as may be designated from time to time by the Board of Directors (the “Board”) of the Company, the Chair of the Board, other designee of the Board or the Chief Executive Officer of the Company. During the Term, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the Bank Board advancement of the business and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate interests of the Company for no additional compensationand its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Term, except as may be expressly approved in advance by the Chief Executive Officer or the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall serve as (i) serve as Senior Vice President – Human Resources and Organizational Development of the Company reporting directly to the Chief Executive Officer or most senior executive officer of the Company Company, and shall be the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timeCompany’s most senior human resources officer, and (ii) diligently Senior Vice President – Human Resources and conscientiously devote substantially all Organizational Development of his business time, energyKKDC reporting directly to the Chief Executive Officer or most senior executive officer of KKDC, and ability shall be KKDC’s most senior human resources officer. The Executive shall have such responsibilities, powers and duties as may from time to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of time be prescribed by the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Chief Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee memberOfficer, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company Companies; provided that such responsibilities, powers and duties are substantially consistent with those customarily assigned to individuals serving in the Bank. The Executive’s duties senior human resources officer position at comparable companies or as may be reasonably required for the Company proper conduct of the business of the Companies. During the Employment Period, the Executive shall devote substantially all of her working time and efforts, which shall be conducted on a full-time basis, to the Bank include responsibility for managing the business, operations, business and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesits Subsidiaries. The Executive shall be responsible overall for the conduct not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the business of the Company and or its Subsidiaries, whether for compensation or otherwise, without the Bank. During prior approval of the TermBoard; provided, however, the Executive shall may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld, and the Executive may serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of not-for-profit organizations or engage in other charitable, civic or educational activities, so long as the activities described in this proviso do not interfere with the Executive’s performance of her duties hereunder or result in any affiliate conflict of interest with the Company for no additional compensationCompanies.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President and the Chief Executive Officer 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 such authority and the Bank and, in such capacity, responsibility and shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him from time to time by the Board from time or the Chairman of the Board and, in the absence of such assignment, shall have responsibility for managing and implementing the Company's restructuring initiatives, in addition to timethe normal duties, responsibilities, functions, and (ii) diligently and conscientiously devote substantially all authority of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage an executive serving in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Boardposition. Notwithstanding the foregoing, Executive shall obtain prior Board approval for all matters outside the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type ordinary course of business, civic or charitable organization as long as such activities are disclosed in writing including but not limited to, (i) material changes to the BoardCompany's business plan or proposed plan of reorganization, as filed with the Bankruptcy Court in June 2002 (the "Plan") and (ii) changes in the Company's executive management or its restructuring advisors. In addition, Executive shall confirm the designation and amount of all key employee retention bonuses previously granted by the Company pursuant to the NationsRent, Inc. Retention Bonus Plan within thirty (30) days of the Start Date. (b) purchase During the Employment Period, Executive shall report to the Board and devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or own less than two percent (2%other incapacity) of to the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company and the Bankshall perform his duties, including the implementation of strategic goals responsibilities, and objectives, subject functions to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or hereunder to the Bank Board shall be deemed to include references to all such committees. The best of his abilities. (c) Executive shall be responsible overall for perform his duties hereunder at the conduct Company's principal place of the business of the Company and the Bankin Ft. During the TermLauderdale, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationFlorida.

Position and Duties. At all times during the Term, the The Executive shall (i) serve as the President and Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable powers and duties as may from time to time be assigned to him prescribed by the Board from time of Directors (the “Board”). In addition, the Company shall cause the Executive to time, be nominated for election to the Board and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and be recommended to the business stockholders for election to the Board as long as the Executive remains the Chief Executive Officer of the Company and (the Bank and will not engage in any other business“CEO”), profession, or occupation for compensation or otherwise which would conflict or materially interfere with provided that the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions Executive shall be deemed to have resigned from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies from any related positions upon ceasing to serve as CEO for any reason. The Executive shall devote the Executive’s full working time and regulations efforts to the business and affairs of the Company and the Bank. Executive shall report directly to the BoardCompany. Notwithstanding the foregoing, the Executive will be permitted to (a) may serve on other boards of directors, with the prior written consent approval of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee memberBoard, or principal of any type of businessengage in religious, civic charitable or charitable organization other community activities as long as such services and activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the Executive’s performance of the Executive’s material duties and responsibilities as provided hereunderto the Company. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as Board shall permit your current membership of the Effective Dateboard of directors of Sitryx Therapeutics, Levicept and it is hereby acknowledged thatCitryll BV. The Board shall also permit you to continue to provide up to 4 hours per week of consulting services to Kintai Therapeutics, Inc.(“Kintai”) and, notwithstanding anything to the contrary in the Restrictive Covenants Agreement (as of the Effective Datedefined below) or elsewhere, the same do not currently conflict with, and are not expected Company recognizes that the work product or Inventions provided by you to interfere with, Kintai in the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee course of such Board authorized consulting belong to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationKintai.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President and the Chief Executive Officer of the Company Parent and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned of Partners reporting to him by the Board from time to timeof Directors of Parent (the “Board”), and shall devote his best efforts and his full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and its Subsidiaries. Notwithstanding the Bankforegoing, including Executive shall be permitted to serve on boards of directors and in other capacities for professional, civic and charitable organizations with the implementation consent of strategic goals the Board, which consent will not be unreasonably withheld, but which consent may be withheld if such activities interfere with Executive’s duties and objectivesresponsibilities hereunder in any material respect. Executive shall perform his duties, subject responsibilities and functions to supervision the Company and oversight its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. Executive shall, if so requested by the Board Company, also serve without additional compensation, as an officer, director or a committee manager of such Board authorized to act on such Board’s behalf. any Subsidiary of the Company. (b) For purposes of this Agreement, all references (i) “Subsidiaries” means any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, at the Company time of determination, owned by the Company, directly or through one or more Subsidiaries, and the Bank. During the Term(ii) “Affiliate” of an entity means any other person or entity, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shalldirectly or indirectly controlling, if requested, also serve as controlled by or under common control with an officer or director of any affiliate of the Company for no additional compensationentity.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Senior Vice President – Corporate Strategy Development and Chief Executive Officer President – U.S. Franchise Operations of the Company reporting directly to the most senior executive officer and shall be the Bank andCompany’s most senior officer in charge of U.S. franchise operations. During the Employment Period, the Executive also shall serve as Senior Vice President – Corporate Strategy Development and President – U.S. Franchise Operations of KKDC and shall be KKDC’s most senior officer in such capacity, charge of U.S. franchise operations. The Executive shall perform such duties and have such responsibilities as is typical for such positionsresponsibilities, as well as any other reasonable powers and duties as may from time to time be assigned to him prescribed by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company Companies; provided that such responsibilities, powers and the Bank. The Executive’s duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the Company proper conduct of the business of the Companies. During the Employment Period, the Executive shall devote substantially all of his working time and efforts to the Bank include responsibility for managing the business, operations, business and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesits Subsidiaries. The Executive shall be responsible overall for the conduct not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the business of the Company and or its Subsidiaries, whether for compensation or otherwise, without the Bank. During prior approval of the TermBoard; provided, however, the Executive shall may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld, and the Executive may serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of not-for-profit organizations or engage in other charitable, civic or educational activities, so long as the activities described in this proviso do not interfere with the Executive’s performance of his duties hereunder or result in any affiliate conflict of interest with the Company for no additional compensationCompanies.

Position and Duties. At all times during (a) During the TermEmployment Period, Executive shall serve as the Executive shall (i) serve as Vice President and Chief Financial Officer of the Company. As Executive Vice President and Chief Financial Officer, Executive’s duties shall be as may be prescribed by the Company’s by-laws and as may be assigned by the Chief Executive Officer of the Company and (the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board “CEO”) from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere commensurate with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the BankExecutive’s positions. Executive shall report directly to the CEO and to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and . (b) purchase Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or own less than two percent (2%other incapacity) of to the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesGroup. The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. In the performance of his duties hereunder, Executive shall at all times report and be responsible overall for subject to the conduct lawful direction of the business Board and perform his duties hereunder subject to and in accordance with the resolutions or any other determinations of the Board and the governing documents of the Company (and the Bank. During the Termif applicable, the Executive shall serve as a member of the Company Board Group) and applicable law. During the Bank Board and Employment Period, Executive shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as become an officer or director employee of any affiliate Person or entity other than any member of the Company Group nor engage in any other business or occupation including, without limitation, any activity that (i) conflicts with the interests of the Company Group, (ii) interferes with the proper and efficient performance of his duties for no additional compensationthe Company Group, or (iii) interferes with the exercise of his judgment in the best interests of the Company Group.

Position and Duties. At all times during the Term, the Executive The Employee shall (i) serve as President and Executive Chairman of the Company. The Employee acknowledges that the Company, with the approval of a majority of the Board of Directors of the Company (the “Board”), may hire a new Chief Executive Officer and such hiring shall not constitute a breach of this Agreement by the Company or constitute Good Reason. The Employee shall be subject to the supervision of, and shall have such authority and duties to the Company or its subsidiaries or affiliates, as are reasonably delegated to him, by the Board and, subject to the direction of the Board, such duties and responsibilities shall include responsibilities for the strategic direction of the Company and the Bank and, in such capacity, its marketing and corporate development activities. The Employee shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to devote his full working time, energy and skill (iireasonable absences for vacations and illness excepted) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company during the term of this Agreement as is necessary to perform the Employee’s duties faithfully, competently and diligently. The Employee agrees to abide by the Bank rules, regulations, instructions, personnel practices and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and any Company affiliate or subsidiary for or with which the BankEmployee conducts any business, as they may be changed, amended or adopted from time to time. Executive shall report directly to Upon approval by the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (which approval shall not to be unreasonably withheld), act the Employee may devote reasonable periods of time to serving on the boards of directors of other companies or serve as a directororganizations, trustee, committee member, or principal of any type of business, civic or charitable organization as so long as such activities are disclosed in writing service does not unreasonably interfere with his duties to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents constitute a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance conflict of the ExecutiveCompany’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationinterests.

Position and Duties. At all times during (a) (i) During the TermInitial Period, the Executive shall (i) serve as President the Chairman and Chief Executive Officer of the Company, and, (ii) during the Second Period, the Executive shall cease serving as the Chief Executive Officer of the Company and shall serve as Chairman of the Bank andCompany, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, case of each of (i) and (ii) diligently and conscientiously devote substantially all of his business time), energywith such authority, and ability to his power, duties and the business responsibilities as are commensurate with such positions and as are customarily exercised by a person holding such positions in a company of the Company size and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent nature of the BoardCompany. During the Employment Period, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board of Directors of the Company (the “Board”) and shall serve as a member of the Board. The Board shall appoint the Executive to the positions specified above at the times specified above throughout the Employment Period. During the Employment Period, the Executive shall perform his duties at the Company’s corporate headquarters. (b) The Executive agrees that during the Initial Period, he shall devote his full business time, energies and talents to serving in the positions described in Section 3(a) and he shall perform his duties faithfully and efficiently subject to the directions of the Board. During the Second Period, the Executive shall devote such time to his duties as mutually agreed upon by the Executive and the Company. Notwithstanding the foregoingforegoing provisions of this Section 3(b), the Executive will be permitted to may (ai) serve as a director, trustee or officer or otherwise participate in not-for-profit educational, welfare, social, religious and civic organizations; (ii) serve as a director of any for-profit business, with the prior written consent of the Board (which consent shall not to be unreasonably withheld); and (iii) acquire passive investment interests in one or more entities, act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, extent that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the other activities described in clauses (a) and (b), in each case and in the aggregate, do not materially inhibit or interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such businessunder this Agreement, civic, and charitable organizations for which he serves as or to the knowledge of the Effective Date, and it is hereby acknowledged that, as of Executive conflict in any material way with the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer business or policies of the Company and or any subsidiary or affiliate thereof (the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation“Affiliated Entities”).

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as Executive Vice President and Chief Executive Officer Sales of the Company and shall have the Bank andnormal duties, in responsibilities and authority attendant to such capacityposition, subject to the power of the Company's chief executive officer ("CEO") to expand or limit such duties, responsibilities and authority. (b) Executive shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned report to him by the Board from time to timeCEO, and Executive shall devote Executive's best efforts and Executive's full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business and affairs of the Company and the Bank and will not engage in any other businessits Subsidiaries; provided that Executive shall, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent approval of the Board (not CEO, be allowed to be unreasonably withheld), act or serve as (i) a directordirector or officer of any non-profit organization including trade, trusteecivic, committee membereducational or charitable organizations, or principal (ii) a director of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity corporation which is not similar to and does not have the potential to compete competing with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member any of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and its Subsidiaries in the aggregate, office product and office supply industry so long as such duties do not materially interfere with the performance of the Executive’s material 's duties or responsibilities under this Agreement. Executive shall perform Executive's duties and responsibilities as provided hereunder. The under this Agreement to the best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. (c) Executive has disclosed all such business, civic, and charitable organizations for which he serves as shall be based at or in the vicinity of the Effective Date, Company's headquarters but may be required to travel as necessary to perform Executive's duties and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. responsibilities under this Agreement. (d) For purposes of this Agreement, all references to either "Subsidiaries" shall mean any corporation of which the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct securities having a majority of the business voting power in electing directors are, at the time of determination, owned by the Company and the Bank. During the TermCompany, the Executive shall serve as a member directly or through one of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationmore Subsidiaries.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Executive Vice President of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and Chief experience as the Board of Directors of the Company (the “Board”) or the Chairman of the Company (the “Chairman”) shall from time to time specify. During the Employment Period, Executive Officer shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Bank andEmployment Period, Executive shall comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in such capacityeffect on the date hereof and as hereafter amended, nothing contained herein shall perform such duties and have such responsibilities as is typical for such positions, as well as preclude Executive from (a) serving on the board of directors of any other reasonable duties as may be assigned to him by business corporation with the consent of the Board from time to timeor the Chairman, and (iib) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and serving on the business of the Company and the Bank and will not engage in any other business, professionboard of, or occupation for compensation working for, any charitable or otherwise which would conflict community organization, or materially (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer hereunder or violate any of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs provisions of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationSection 9 hereof.

Position and Duties. At all times i. Subject to the policy guidelines and directives of the Company which are provided to him by the Company from time to time during the TermTerm (as defined below), the Executive Employee shall (i) serve as President Executive Vice President, and shall advance the business and welfare of the Company as determined by the Company from time to time, and have such powers and duties as may from time to time be prescribed by the Chairman and Chief Executive Officer of the Company and the Bank andCompany, which duties, in such capacitythe Company’s reasonable discretion, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board changed in any legal manner from time to time. Employee shall have no authority to bind or obligate the Company to the purchase or sale of any real property or to any other financial commitment, and (ii) diligently and conscientiously devote substantially all including without limitation the borrowing of his business timeany monies on a secured or unsecured basis, energy, and ability to his duties and without obtaining the business prior authorization of the Company as to the specific transaction. Employee’s duties shall include such other matters or responsibilities as the Company and Employee may jointly agree upon from time to time during the Bank term of this Agreement. ii. Employee’s employment is on a full-time and will “best-efforts” basis meaning that during the term of this Agreement, Employee shall not engage in accept any other businessfull or part-time employment, professionincluding without limitation as an independent consultant, after working hours or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly otherwise, without the prior written consent of the BoardCompany, which may be given, withheld or conditioned in the Company’s sole and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) absolute discretion. Employee shall devote his full energies, interests, abilities and all applicable policies and regulations of the Company and the Bank. Executive shall report directly productive time to the Boardperformance of his duties and responsibilities under this Agreement. During the Term, Employee shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder or otherwise promote, participate or engage in any activity or other business competitive with the Company’s business. Notwithstanding the foregoing, the Executive Company acknowledges that Employee has made and will be permitted continue to make personal investments that will require Employee’s periodic attention. Employee may participate in such personal investments to the full extent desired by Employee so long as such personal investment activity does not detract from Employee’s ability to devote his full energies and productive interests to the performance of his duties and responsibilities under this Agreement. iii. Employee shall devote substantially all of his working hours to Company business, provided, however, that Employee may (ai) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of businesson corporate, civic or charitable organization as boards or committees; and (ii) manage personal investments, so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially significantly interfere with the performance of Employee’s duties and obligations to the ExecutiveCompany under this Agreement. For the avoidance of doubt, Employee’s material continued conduct with respect to activities prior to the Effective Date shall not be deemed to interfere with his duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of under this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during a. During the TermEmployment Period (as defined below), the Executive shall (i) serve as President and Chief Executive Financial Officer of the Company and the Bank and, in such capacity, shall perform have such duties and have such responsibilities as Executive is typical for presently performing at the time of the execution of this Agreement and such positionsother duties and responsibilities as are customarily assigned to individuals serving in such position. During the Employment Period, as well as any Executive shall also perform those other reasonable duties as and responsibilities consistent with Executive’s position with the Company that may be assigned to him by the Board from time to timetime by the Chief Executive Officer (the “CEO”) and/or the Board of Directors (the “Board”) of the Company. b. During the Employment Period, Executive shall report to the CEO. In performing his duties and responsibilities for the Company, Executive shall comply with the policies and procedures as adopted from time to time by the Company, shall give the Company the benefit of his contacts and business experience, shall perform his duties and carry out his responsibilities hereunder in a diligent manner, and (ii) diligently and conscientiously shall devote substantially all of his business time, energyattention, ability, knowledge, experience, skills, energy and ability best efforts exclusively to the performance of his duties and responsibilities for the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the BankCompany. Executive shall report directly hereby agrees to the Board. Notwithstanding the foregoing, the Executive will be permitted to render his duties and responsibilities in such manner. c. During any Notice Period (aas defined below) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of whether given by the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with Executive), the Company shall be under no obligation to assign any duties to Executive or the Bank; to provide any work for him and shall be entitled to exclude him from its premises, provided that, such ownership represents a passive investment that this shall not affect Executive’s entitlement to receive his Base Salary (as defined below) and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities regular benefits described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all Section 3 during such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boardsNotice Period. Executive shall, if requested, also serve will not be in a position to commence employment with or provide any services to any other entity or person until such time as an officer or director of any affiliate of the Company for no additional compensationEmployment Period terminates.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Executive Vice President of The Hartford and Chief Operating Officer of Hartford Life, Inc. and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the "Board") or the Chairman of the Company (the "Chairman") shall from time to time specify. During the Employment Period, Executive Officer shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgement, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Bank andEmployment Period, Executive shall comply with the Code of Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in such capacityeffect on the date hereof and as hereafter amended, nothing contained herein shall perform such duties and have such responsibilities as is typical for such positions, as well as preclude Executive from (a) serving on the board of directors of any other reasonable duties as may be assigned to him by business corporation with the consent of the Board from time to timeor the Chairman, and (iib) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and serving on the business of the Company and the Bank and will not engage in any other business, professionboard of, or occupation for compensation working for, any charitable or otherwise which would conflict community organization, or materially (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of such services either directly Executive's duties hereunder or indirectly without the prior written consent violate any of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations provisions of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationSection 9 hereof.

Position and Duties. At all times The Company shall employ Employee during the Term, Employment Period as its [•]. Employee shall report [solely and directly to the Executive shall Company’s Board of Directors (i) serve as President and the “Board”)] [to the Company’s Chief Executive Officer (the “CEO”)]. During the Employment Period, Employee shall have the responsibilities and duties as those normally associated with such position in companies of the Company a similar nature and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positionsstature, as well as any such other reasonable duties responsibilities as may be assigned to him by the Board may, from time to time, be duly authorized or directed by [the Board] [the CEO and the Company’s Board of Directors (ii) diligently the “Board”)]. During the Employment Period, Employee shall perform faithfully and conscientiously devote substantially all loyally and to the best of his abilities the duties assigned to him hereunder. Employee shall act at all times in accordance with what is in the best interests of the Company. During the Employment Period, Employee shall devote his full business time, energy, attention and ability effort to his duties and the business affairs of the Company Company, its parent and subsidiary corporations, affiliates, successors and assigns and shall not, during the Bank and will not engage Employment Period, be engaged in any other businessbusiness activity whether or not such business activity is pursued for gain, professionprofit or other pecuniary advantage, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly The foregoing is not intended to the Board. Notwithstanding the foregoing, the Executive will be permitted to restrict Employee’s ability to: (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of businessengage in charitable, civic or charitable organization as long as community activities to the extent that such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with his duties hereunder; (b) serve on the performance board of directors (or similar governing bodies) of a company (other than the Executive’s material duties and responsibilities as Company); provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective DateBoard, the same in its sole discretion, has granted prior written consent (which shall not be reasonably withheld); nor (c) to enter into passive investments that do not currently conflict with, and are not expected to interfere with, compete in any way with the ExecutiveCompany’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during During the TermEmployment Period, the Executive will serve in the position set forth on Schedule A to this Agreement and will render such managerial, analytical, administrative, financial and other executive services to, and shall (i) serve have such responsibilities on behalf of, the Company and its Subsidiaries, as President are from time to time necessary in connection with the management and Chief Executive Officer affairs of the Company and the Bank andits Subsidiaries and are consistent with his position, in such capacity, shall perform such duties each case subject to the authority of the CEO and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time of Directors of the Company (the “Board”) to timedefine and limit such executive services. The Executive’s primary responsibilities shall include, and (ii) diligently and conscientiously without limitation, those set forth on Schedule A attached hereto. The Executive will devote substantially all of his business time, energy, time and ability attention to his duties and the business and affairs of the Company and the Bank and will not engage in any other businessits Subsidiaries, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions provided that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (ai) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a directormember of the board of directors or advisory board of charitable organizations and/or, trusteesubject to Sections 6-8, committee memberperform services for other business organizations with which the Executive has or may become associated, or principal of any type of business, civic or (ii) engage in charitable organization as long as such activities are disclosed in writing to the Boardand community affairs, and (biii) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to manage his personal investments and does not have the potential to compete with the Company or the Bank; provided thataffairs, such ownership represents a passive investment and except that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, will limit the time devoted to the activities described in clauses (a) i), (ii), and (b)iii) so as not to materially interfere, in each case and individually or in the aggregate, do not materially interfere with the performance of the Executive’s material his duties and responsibilities as provided hereunder. The Executive has disclosed all such businesswill perform his duties and responsibilities to the best of his abilities in a diligent, civictrustworthy, businesslike and efficient manner, and charitable organizations for which Executive acknowledges and agrees that he serves as owes a fiduciary duty of loyalty to the Company. While subject to change in the sole discretion of the Effective Date, and it is hereby acknowledged that, as of the Effective DateCompany, the same do not currently conflict with, and are not expected Executive will report to interfere withthe person(s) set forth on Schedule A. During the Employment Period, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board primary work location shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term4000 Xxxx Xxxxxx, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shallDallas, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationTexas 75205.

Position and Duties. At all times during the Term, the 4.1 The Executive shall (i) serve as President and Chief Executive Officer of be employed by the Company and in the Bank position as set forth in Exhibit A and, in such capacitythe discharge of his/her duties, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned report to him by the Board from time to time, and (iiperson(s) diligently and conscientiously set forth in Exhibit A. 4.2 Executive shall devote substantially all of his Executive’s full business time, energy, attention and ability skill to his the performance of Executive’s duties under this Agreement and the business of the Company and the Bank and will shall not engage in any other business, profession, business or occupation for compensation or otherwise which would conflict or materially interfere that (x) conflicts with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations interests of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoingGroup, the Executive will be permitted to or (ay) interferes with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, proper and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the efficient performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company Group, including pursuant to the PIAA Agreement (defined below). Subject to the foregoing, nothing herein shall preclude Executive from (i) subject to the approval of the chief executive officer of Purchaser Parent, serving as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of businesses and charitable organizations that do not compete with the Bank include responsibility for managing the businessCompany Group, operations(ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs that do not compete with the Company Group; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder. 4.3 The Executive shall, at all times, act in a manner suitable for his/her position and status in the Company. 4.4 The Executive shall not, without the prior written authorization of the Company, directly or indirectly undertake any other employment, whether as an employee of another employer or independently as an agent, consultant, director or in any other manner (whether for compensation or otherwise), and shall not assume any position or render services in any of the above-stated manners to any other entity or person. 4.5 The Executive undertakes to notify the Company immediately and without delay regarding any matter or subject in respect of which he/she had or has a personal interest or which might create a conflict of interest with his/her position in the Company. 4.6 [Reserved]. 4.7 The Executive shall be based in the Company's Israeli offices, but he/she understands that his/her position involves international and local travel as required to discharge his/her responsibilities hereunder. 4.8 The Executive shall not receive any payment and/or benefit from any third party, directly or indirectly, in connection with his/her employment. In the event the Executive breaches this Sub-section, without derogating from any of the Company’s right by law or contract, such benefit or payment shall become the sole property of the Company and the BankCompany may set-of such amount from any sums due to the Executive. Unless otherwise stated in Purchaser Parent's FCPA or other policies, this Section 4.8 does not apply to gifts or similar benefits with insignificant value. 4.9 The Executive acknowledges that the Company is committed to the restrictions as mentioned in the Prevention of Sexual Harassment Law, 1998, and that sexual harassment is a severe disciplinary offence. 4.10 The Executive undertakes not to make improper use of computer, computer devices, internet and/or e-mails, including (but not limited to) use of illegal software or the implementation receipt and/or transfer of strategic goals pornographic material, and/or any other material that is not connected with his/her work and objectivesmay be harmful to the Company, subject other employees or any other third party, as further detailed in the Purchaser Parent's policy (as will be adapted to supervision Israeli law), as may be amended from time. 4.11 The Executive acknowledges and oversight agrees that personal information related to him/her and the Executive's terms of employment at the Company, as shall be received and held by the Board Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or a committee abroad, provided that : (a) such transfer shall be made only in order for the Company to comply with any relevant legal requirements or due to business purposes of the Company (including transactions related to the Company); (b) that the transferred information shall be limited to the reasonable and necessary scope; and (c) that the receiver of the information shall be bound, to the extent possible, to confidentiality obligations so as to preserve the privacy of such Board authorized to act on such Board’s behalf. For purposes information at least at the level of this Agreement, all references to either privacy kept by the Company Board or itself regarding the Bank Board shall be deemed to include references to all such committees. information. 4.12 The Executive shall be responsible overall for subject to the conduct same written policies of the business Purchaser Parent or any of its subsidiaries or affiliates and the Board of Directors of Purchaser Parent applicable to executives, including the Code of Conduct and any policy of the Board of Directors of Purchaser Parent relating to claw back of compensation, as they exist from time to time during the Executive’s employment with the Company and or any of its affiliates; provided that such policies were brought to the Bank. During the Term, attention of the Executive shall serve as by way of a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationwritten notice.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as President the Chairman and Chief Executive Officer of the Company, Holdings and such subsidiaries of Holdings as the Company may reasonably request and shall have the normal duties, responsibilities, functions and authority of such position, subject to the power and authority of the Board of Managers of Holdings (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company, Holdings and such subsidiaries. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities its Affiliates which are consistent with Executive’s position as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board may from time to timetime direct. (a) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and sufficient business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business and affairs of the Company and its Affiliates in order to responsibly discharge his obligations and duties to the Bank Company and will its Affiliates. Executive shall perform his duties, responsibilities and functions to the Company and its Affiliates hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not engage in accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s employment. The Company hereby consents to the service of Executive on the board of directors of each of Greenbrier Companies, Cascade Corp., and Westcoast Bancorp. (b) For purposes of this Agreement, “Affiliates” shall mean any affiliate of corporation or other entity which is directly or indirectly controlled by or under common control with the Company or its subsidiaries; provided that, for purposes of this Agreement, in no additional compensationevent shall an “Affiliate” be deemed to include Madison Dearborn Capital Partners IV, L.P. (“MDCP”) or any direct or indirect portfolio company of MDCP, other than Forest Products Holdings, L.L.C. (“FPH”) and its subsidiaries and other controlled investments of FPH.

Position and Duties. At all times during The Company hereby agrees to, and hereby does, continue to employ the TermExecutive, for the Executive shall (i) serve term of this Agreement, to render services to the Company as President and Chief Executive Officer of the Company and the Bank and, in such capacity, shall connection therewith to perform such duties as the Executive is now performing and have such responsibilities as is typical for other duties, commensurate with such positionsposition, as well as any other reasonable duties as the Executive may reasonably be assigned directed to him perform by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business Directors of the Company and the Bank and will not engage in any other businessprovided, professionhowever, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly that without the prior written consent of the BoardExecutive there shall be no geographic change from Pittsburgh, and (iii) comply with all directions from Pennsylvania or its environs or transfer of the office or place of performance of the Executive's service or duties. Except to the extent that the Board (of Directors of the Company delegates the duties and assigns the positions described below with respect to subsidiaries of the Company to such other than directions that would require an illegal person or unethical act or omission) persons as the Board of Directors of the Company, in its discretion, shall determine, the Executive will continue to serve as the President and all applicable policies and regulations Chief Executive Officer of such of the subsidiaries of the Company and in connection therewith to perform such duties as the BankExecutive is now performing and such other duties, commensurate with such position as President and Chief Executive Officer of such subsidiaries, as the Executive may reasonably be directed to perform by the Board of Directors of the Company. The Executive shall report directly have the right to devote a reasonable amount of time and effort to industry, community or charity organizations, and, subject to the Board. Notwithstanding the foregoingprovisions of Section 11 and Section 12 hereof, the Executive will be permitted to (a) may serve as a director of other companies with the prior written consent of the Board (of Directors which consent case shall not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all hereby accepts such business, civic, employment and charitable organizations for which he serves as agrees faithfully to perform to the best of his ability the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationdescribed in Section l(a).

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as PRESIDENT AND CHIEF EXECUTIVE OFFICER of the Company and shall have such responsibilities, duties and authority as set forth in the Bylaws of the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer or the Company's Board of Directors (the "Board") shall determine from time to time. During the Employment Period, the Executive shall report to the Company's Chairman of the Company Board of Xxxxx-Danfoss Inc. or the Chairman's designee. The Executive shall fully comply with the Company's Worldwide Code of Legal and the Bank and, Ethical Business Conduct as in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board effect from time to time, and (ii) diligently and conscientiously or any successor or similar Code. The Executive shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the Bankforegoing, including it is understood that during the implementation of strategic goals and objectivesEmployment Period, subject to supervision and oversight by the Board or a committee any conflict of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business interest policies of the Company and the Bank. During the TermSection 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company, (b) make and manage personal investments of his choice, and (c) with the prior consent of the Company's Chairman of the Board of Xxxxx-Danfoss Inc., which shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the Company Board and and/or as a director and/or member of a committee and/or officer of one or more subsidiaries or related or affiliated companies or joint ventures of the Bank Board and shall not receive any Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationin this Agreement.

Position and Duties. At all times during During the Term, the Executive shall (i) serve as President the Chief Financial Officer of the Company, and Chief Executive Officer shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable powers and duties as may from time to time be assigned to him prescribed by the Board Chief Executive Officer (“CEO”) of the Company, provided that such duties are consistent with the Executive’s position or other positions that he may hold from time to time. The Executive shall devote his full working time and efforts to the business and affairs of the Company. So long as Executive is employed by the Company, Executive shall not, other than as listed in Exhibit A, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply accept other employment or perform other services for compensation or that interfere with all directions from Executive’s employment with the Board (Company; provided, however, that Executive may serve on other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations boards of directors, with the approval of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee memberCEO, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also may serve as an officer or director of or otherwise participate in purely educational, welfare, social, religious, and civic organizations so long as such activities are not in competition with the Company or do not interfere with Executive’s ability to carry out Executive’s duties under this Agreement. During the Term, Executive agrees not to acquire, assume or participate in, directly or indirectly, any affiliate position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, its financial position, or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its affiliates. This provision shall encompass any advisory boards of which Executive is or becomes a member of during the term hereof. Executive shall provide written disclosure to the Compensation Committee (“Compensation Committee”) of the Company’s Board of Directors (the “Board”) as to all advisory boards on which Executive sits, and will provide the Company with written notice within 10 business days of Executive agreeing to sit on any additional advisory boards. On termination of Executive’s employment, regardless of the reason for no additional compensationsuch termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, offices, or other positions that Executive may hold in the Company or any affiliate, unless otherwise agreed in writing by the parties.

Position and Duties. At all times during the Term(1) During Employment Period, the Executive Employee shall (i) serve as President and Chief Corporate Executive Officer of the Company and the Bank Chef and, in such capacityso doing, shall perform the normal duties associated with such duties position and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timetime by Employee’s Supervisor or the Company’s executive management. (2) During the Employment Period, and (ii) diligently and conscientiously Employee agrees to devote substantially all of his business time, energy, and ability full working time to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and to use his best efforts to perform faithfully, effectively and efficiently his duties. Employee covenants, warrants and represents that he shall: (i) devote his full and best efforts to the Bankfulfillment of employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of his duties; (iii) endeavor to prevent any harm, including the implementation of strategic goals and objectivesin any way, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business or reputation of the Company or its affiliates; and (iv) not engaged in any other business activity of any kind without the Bankadvance written consent of the Company, including any passive investments other than the ownership of publicly traded stock in an amount not to exceed three percent of the issued and outstanding stock of the company. (3) In keeping with Employee’s fiduciary duties to the Company, Employee agrees that he shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Employee agrees that he shall promptly disclose to the Company any facts which might involve any reasonable possibility of a conflict of interest. Employee further agrees that he shall abide by the Company’s Code of Ethics, as may be amended from time to time. During the TermEmployment Period, Employee shall not engage in any activities in competition with the Executive shall serve Company or its affiliates or participate in any business, either as a member an employee, officer, director, shareholder or contractor, in competition with the Company or its affiliates. Further, during the Employment Period, Employee agrees not to engage in any other business or profession, directly or indirectly, without the prior written approval of the Company Board and Company, including any passive investments other than the Bank Board and shall ownership of publicly traded stock in an amount not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate to exceed three percent of the Company for no additional compensationissued and outstanding stock of the company. (4) Employee agrees to observe and company with the Company’s policies, practices, and procedures, as adopted or amended from time to time.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Executive Vice President and Chief Financial Officer and as a member of the Office of the Chairman of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his/her position and experience as the Board of Directors of the Company (the “Board”) shall from time to time specify. During the Employment Period, Executive Officer shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his/her full time to the services required of him/her hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his/her best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his/her position and to improve and advance the business and interests of the Company and its affiliates. During the Bank andEmployment Period, in such capacity, Executive shall perform such duties comply with the Code of Ethics and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business Business Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the Bank and will not engage in board of directors of any other businessbusiness corporation with the consent of the Board, profession(b) serving on the board of, or occupation for compensation working for, any charitable or otherwise which would conflict community organization, or materially (c) pursuing his/her personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer hereunder or violate any of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs provisions of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationSection 9 hereof.

Position and Duties. At all times during the Term, the (a) Executive shall (i) serve as President the Senior Vice President, Business Divisions, of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Company Company, all subject to the power and authority of the Bank and, in such capacity, shall perform such duties Company’s Board of Directors (the “Board”) and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by Executive Committee of the Board from (the “Executive Committee”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) Executive shall report to the Chief Executive Officer and Executive shall devote Executive’s full-time energies and attention to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business and affairs of the Company and its Subsidiaries. Executive shall perform Executive’s duties, responsibilities and functions to the Bank Company and its Subsidiaries hereunder in a diligent, trustworthy, professional, ethical and efficient manner and shall comply with the policies and procedures of the Company and its Subsidiaries and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere cooperate fully with the performance Board in the advancement of such services either directly the best interests of the Company. So long as Executive is employed by the Company or indirectly any Subsidiary, Executive shall not, except as provided herein or without the prior written consent of the Board, and (iii) comply with all directions from the Board (render to any other than directions person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity, that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided thatits Subsidiaries, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially and/or interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and its Subsidiaries. Notwithstanding, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the Bank include responsibility Company or any Subsidiary. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for managing any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the business, operationsCompany or any Subsidiary; or (ii) as otherwise agreed by the Board in writing. Executive represents and warrants that Executive does not now, and affairs will not during the Term of employment hereunder, have any financial interest in any competitor, supplier or customer of the Company and or its Subsidiaries; provided that passive ownership (i.e., Executive does not directly or indirectly participate in the Bankbusiness or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange shall not be deemed to be a financial interest in a competitor, including supplier or customer of the implementation of strategic goals and objectives, subject to supervision and oversight by the Board Company or a committee of such Board authorized to act on such Board’s behalf. its Subsidiaries. (c) For purposes of this Agreement, all references “Subsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, now or hereafter, owned directly or indirectly by the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationCompany.

Position and Duties. At all times during the Term, the (a) Executive shall (i) serve as the President and Chief Executive Officer of the Company, reporting only to the Board of Directors. Subject to the authority of the Board of Directors, Executive shall have supervision and control over, and responsibility for, the general management and operation of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable powers and duties as may from time to time be assigned to him prescribed by the Board from time to of Directors, provided that such duties are reasonable and customary for a president and chief executive officer. Executive shall devote his entire working time, attention and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability energies to his duties and the business of the Company and Company. (b) Anything herein to the Bank and will not engage in any contrary notwithstanding, nothing shall preclude the Executive from (i) serving the boards of directors of a reasonable number of other business, professioncorporations, or occupation for compensation or otherwise which would conflict or materially interfere with the performance boards of such services either directly or indirectly without the prior written consent a reasonable number of the Boardtrade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) comply with all directions from the Board (other than directions managing his personal, investments and affairs, provided that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the proper performance of the Executive’s material his duties and responsibilities as provided hereunderthe Company's President and Chief Executive Officer. (c) Executive shall serve on the Board of Directors during the entire term hereof. The Executive has disclosed all such businessIf, civic, and charitable organizations for which he serves as at any time during the term of the Effective Date, and it is hereby acknowledged that, as of the Effective Datehis employment, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer shareholders of the Company and shall fail to elect Executive to the Bank. The Executive’s duties for Board of Directors, or the Company and Board of Directors shall fail to elect Executive to the Bank include responsibility for managing the business, operations, and affairs office of President or Chief Executive Officer of the Company and the BankCompany, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee shall remove him from either of such Board authorized to act on such Board’s behalf. For purposes of offices, other than as provided for in this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall have the right to terminate his services hereunder for the conduct Good Reason pursuant to Section 7(d) and Executive shall have no further obligation under this Agreement. (d) Executive agrees to serve without additional compensation, if elected or appointed thereto, in one or more offices or as a director of any of the business of the Company and the Bank. During the TermCompany's subsidiaries; provided, the however, that Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also be required to serve as an officer or director of any affiliate of the Company for no additional compensationsuch subsidiary if such service would expose him to potential adverse financial consequences.

Position and Duties. At all times during (i) During the TermEmployment Period, or any Additional Employment Period, the Executive shall (i) serve as the Chief Development Officer of the Company and as a Vice President and of the Company and, in so doing, shall report to the Chief Executive Officer of the Company or such other person as shall be designated by the Chief Executive Officer. The Executive shall have supervision and control over, and responsibility for, such management and operational functions of the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for Company currently assigned to such positions, as well as any and shall have such other reasonable powers and duties (including holding officer positions with one or more subsidiaries of the Company) as may be assigned to him by the Board from time to timetime be prescribed by the Board, so long as such powers and duties are reasonable and customary for the Chief Development Officer of an enterprise comparable to the Company. (ii) diligently and conscientiously devote substantially all of his business timeDuring the Employment Period, energyor any Additional Employment Period, and ability excluding any periods of vacation and sick leave to his duties and which the Executive is entitled, the Executive agrees to devote full business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Bank and will not engage in any other business, professionEmployment Period, or occupation any Additional Employment Period, it shall not be a violation of this Agreement for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (aA) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of businesson corporate, civic or charitable organization as boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) provide consulting services to corporate, academic, or nonprofit entities, or (D) manage personal investments, so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially significantly interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer an employee of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of in accordance with this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the TermEmployment Period, Executive shall serve as the Executive shall (i) serve as Vice President and Chief Financial Officer, reporting to the Chief Executive Officer Officer. Executive shall have such responsibilities, duties and authorities, and will render such services for the Company and its Subsidiaries or Affiliates as the Board of Directors of the Company (the “Board”) may from time to time direct that are reasonably consistent with Executive’s position. Executive will devote his best efforts, energies and abilities and his full business time, skill and attention to the business and affairs of the Company and the Bank andits Subsidiaries, in such capacity, and shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and responsibilities to the business best of his ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the businesses of Company and its Subsidiaries. Executive acknowledges that his duties and responsibilities will require his full time business efforts and agrees that during the Bank and Employment Period he will not engage in any other business, profession, business activity or occupation for compensation or otherwise which would conflict or materially have any business pursuits that interfere with Executive’s duties and responsibilities under this Agreement or are competitive with the performance of such services either directly or indirectly without the prior written consent businesses of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the BoardCompany. Notwithstanding the foregoing, the Executive will shall be permitted to devote a reasonable amount of time and effort to (ai) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee memberproviding service to, or principal of any type of businessserving on governing boards of, civic or and charitable organization as long as such activities are disclosed in writing to the Boardorganizations, and (bii) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest personally investing and managing personal and family investments in real estate and in any entity which is not similar to and does not have the potential to compete with the Company corporation, partnership or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such other entity; and provided further thatbut in each case, only to the extent that any of the activities described in clauses (ai) and or (bii), in each case and in the aggregateindividually or as a whole, do not materially (A) require or involve the active participation of Executive in the management of any corporation, partnership or other entity or interfere with the performance execution of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer , or (B) otherwise violate any provision of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. this Agreement. (b) For purposes of this Agreement, all references (i) “Subsidiaries” means any corporation or other entity (A) of which the securities or other ownership interests having the voting power to either elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more subsidiaries or (B) to which the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct any of the business its Affiliates provide management services, and (ii) “Affiliate” of the Company and the Bank. During the Terman entity means any other person or entity, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shalldirectly or indirectly controlling, if requested, also serve as controlled by or under common control with an officer or director of any affiliate of the Company for no additional compensationentity.

Position and Duties. At all times during the Term, the Executive shall (i) serve as President the Chief Financial Officer of the Company, with such responsibilities, duties and authority normally associated with such position and such additional responsibilities, duties and authority as may from time to time be reasonably assigned to Executive by the Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him or by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business Directors of the Company and the Bank and will not engage or an authorized committee thereof (in any other businesscase, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the “Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank”). Executive shall report directly to the Chief Executive Officer of the Company. Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company (which shall include service to its subsidiaries) and shall not engage in outside business activities without the consent of the Board. Notwithstanding the foregoing, the provided that Executive will shall be permitted to (ai) manage Executive’s personal, financial and legal affairs, (ii) participate in charitable, religious, civic, community, industry or trade organizations or associations, (iii) serve on the board of directors of not-for-profit or tax-exempt organizations and (iv) with the prior written consent approval of the Board (not to be unreasonably withheld), act or serve as a directoron the board of directors and the committees thereof of not more than three (3) public corporations, trusteeprovided that (x) approval for Executive’s continued service on the boards of directors and committees thereof of Lands’ End, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, Inc. and Seritage is deemed granted hereby and (by) purchase or own less than two percent approval for Executive’s service on the board of directors and the committees thereof of one (2%1) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and additional public corporation that does not have the potential to compete directly or indirectly with the Company or the Bank; provided thatis deemed granted hereby, such ownership represents a passive investment and that the Executive is not a controlling person ofin each case, or a member of a group that controls, such entity; subject to compliance with this Agreement and provided further that, the that such activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the Executive’s performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, agrees to observe and charitable organizations for which he serves as of comply with the Effective Date, rules and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer policies of the Company and the Bank. The Executive’s duties for applicable to executive officers as adopted by the Company and the Bank include responsibility for managing the businessfrom time to time, operationsin each case as amended from time to time, as set forth in writing, and affairs of the Company and the Bankas delivered or made available to Executive (each, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation“Policy”).

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as Senior Vice President and General Counsel of the Company, subject to the power and authority of the board of managers or manager, as the case may be, of the Company (the “Board”) to expand or limit the duties, responsibilities, functions and authority, and to overrule actions, of Executive. During the Employment Period, Executive shall report to the Chief Executive Officer of the Company and the Bank and, in or such capacity, shall perform such duties and have such responsibilities other person as is typical for such positions, as well as any other reasonable duties as may be assigned to him designated by the Board from time to time. (b) During the Employment Period, and (ii) diligently and conscientiously Executive shall, unless otherwise provided herein, devote substantially all of his business Executive’s entire working time, energyattention, energies, efforts and ability skills to his duties and the business and affairs of the Company and the Bank its Subsidiaries consistent with past practice and will not shall not, directly or indirectly, engage in any other businessbusiness activity, professionwhether or not for profit, gain or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly other pecuniary advantages, without the prior express written consent permission of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly perform Executive’s duties, responsibilities and functions to the Company to the best of Executive’s abilities in a diligent, conscientious, trustworthy, professional and efficient manner and shall comply with the Company’s policies and procedures. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Company or Board, shall support and cooperate with the Company’s efforts to expand its business and operate profitably and in conformity with the business and strategic plans approved by the Company or Board. Notwithstanding the foregoinganything contained in this provision, the Executive will be permitted to (a) with the prior written consent participate in activities on behalf of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as organizations; provided that such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and involvement does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of performance under this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the Vice President and Chief Executive Officer of Operations of the Company and shall have the Bank andnormal duties, in such capacityresponsibilities and authority of the Vice President of Operations, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned subject to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all power of his business time, energy, and ability to his duties the Company's President and the business Company's board of directors (the "Board") to expand or limit such duties, responsibilities and authority and to ----- override actions of officers of the Company and Company. (b) During the Bank and will not engage in any other businessEmployment Period, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be Company's [President][CEO] and shall devote his best efforts and his full business time and attention (except for permitted to (avacation periods and reasonable periods of illness or other incapacity other than Disability) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company and its Subsidiaries. Executive shall perform his duties and responsibilities to the BankCompany and its Subsidiaries hereunder to the best of his abilities in a diligent, including trustworthy, businesslike and efficient manner. (c) For purposes of this Agreement, "Subsidiaries" shall mean any ------------ corporation or other entity of which the implementation securities or other ownership interests having the voting power to elect a majority of strategic goals and objectivesthe board of directors or other governing body are, subject to supervision and oversight at the time of determination, owned by the Board Company, directly or through one or more Subsidiaries. For purposes hereof, the Company shall be deemed to have a committee majority ownership interest in a partnership, limited liability company (without voting securities), association or other business entity if the Company, directly or through one or more Subsidiaries, shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director or general partner of such Board authorized to act on such Board’s behalfpartnership, limited liability company, association or other business entity. For purposes of this Agreement, all references "Disability" means the ---------- inability, due to either illness, accident, injury, physical or mental incapacity or other disability, of the Executive to carry out effectively his duties and obligations to the Company Board or to participate effectively and actively in the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business management of the Company and the Bank. During the Term, the Executive shall serve as or a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate Subsidiary of the Company for no additional compensationa period or periods aggregating at least 90 days (whether or not consecutive) during any twelve-month period, as determined in the reasonable judgment of the Board.

Position and Duties. At all times during the TermEmployer agrees to employ Executive, the and Executive shall (i) serve agrees to serve, as President and Chief Executive Officer (“CEO”) of the Company and, upon its formation, of the Bank. Executive acknowledges that the business of the Bank shall be the operation of a depository financial institution, including, without limitation, the solicitation and acceptance of deposits of money and commercial paper, the solicitation and funding of loans, and the Bank andprovision of other banking services, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him related business engaged in by the Board Bank or any business entity controlled by, controlling or under common control with the Bank. Executive acknowledges that the business of the Company shall be to own the Bank and to provide resources therefor, and to own such other subsidiaries as the Company properly forms or acquires from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bankif any. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act have such executive or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s managerial duties for the Company and the Bank include responsibility for managing as are specified in the businessthen-current by-laws, operationsor by the Board of Directors, and affairs of the respective organization. Further, Executive agrees to serve, without additional compensation, if elected, in any other senior executive position of the Company or the Bank that may be reasonably required of him, including as a Director of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer Officer or director Director or both of any subsidiary or affiliate of the Company for no additional compensationor the Bank in accordance with Section 7 below. Executive, shall at all times, comply with all laws, rules and regulations which maybe applicable to the Bank and/or the Company. Executive shall devote his full-time and best efforts to his employment with the Employer and shall apply substantially that degree of skill and diligence in rendering services to the Company, its subsidiaries and the Bank as would be applied by a person of ordinary prudence and comparable experience under similar circumstances. In connection therewith, Executive shall report to and be subject to the direction of the Company’s, and after its formation the Bank’s, Board of Directors. Notwithstanding the foregoing, Executive may devote a reasonable amount of his time to his personal investments and business affairs (including service as a director of unaffiliated companies) and to civic and charitable activities; provided, however, Executive shall not accept any position as a director of any unaffiliated for-profit business organization without the prior approval of the Company’s Board of Directors, which approval shall not be unreasonably withheld.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Vice President, Human Resources of the Company and shall have such responsibilities, duties and authority as set forth in the Bylaws of the Company and such additional responsibilities, duties and authority as the Company’s President and Chief Executive Officer or the Company’s Board of Directors (the Company “Board”) shall determine from time to time. During the Employment Period, the Executive shall report to the Company’s President and Chief Executive Officer or designee. The Executive shall fully comply with the Bank and, Company’s Worldwide Code of Legal and Ethical Business Conduct as in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board effect from time to time, and (ii) diligently and conscientiously or any successor or similar Code. The Executive shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the Bankforegoing, including it is understood that during the implementation of strategic goals and objectivesEmployment Period, subject to supervision and oversight by the Board or a committee any conflict of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business interest policies of the Company and the Bank. During the TermSection 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company, (b) make and manage personal investments of his choice, and (c) with the prior consent of the Company’s President and Chief Executive Officer, which shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and/or member of a committee of the Company Board and and/or as a director and/or member of a committee and/or officer of one or more subsidiaries or related or affiliated companies or joint ventures of the Bank Board and shall not receive any Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationin this Agreement.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Senior Vice President and Chief Executive Officer – Company Store Operations of the Company and reporting directly to the Bank andmost senior officer in charge of Company Store operations. During the Employment Period, in such capacity, the Executive also shall perform such duties and serve as Senior Vice President – Company Store Operations of KKDC. The Executive shall have such responsibilities as is typical for such positionsresponsibilities, as well as any other reasonable powers and duties as may from time to time be assigned to him prescribed by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Companies or the most senior officer in charge of Company Store operations; provided that such responsibilities, powers and the Bank. The Executive’s duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the Company proper conduct of the business of the Companies. During the Employment Period, the Executive shall devote substantially all of her working time and efforts to the Bank include responsibility for managing the business, operations, business and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesits Subsidiaries. The Executive shall be responsible overall for the conduct not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the business of the Company and or its Subsidiaries, whether for compensation or otherwise, without the Bank. During prior approval of the TermBoard; provided, however, the Executive shall may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld, and the Executive may serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of not-for-profit organizations or engage in other charitable, civic or educational activities, so long as the activities described in this proviso do not interfere with the Executive’s performance of her duties hereunder or result in any affiliate conflict of interest with the Company for no additional compensationCompanies.

Position and Duties. At all times during the Term, the (a) Executive shall (i) serve as the President and Chief Executive Officer PVG Business & Corporate Strategy of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authority customarily associated with such capacity, shall perform position and such other duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timetime to Executive by the Company’s Chief Executive Officer, and Board of Directors (iithe “Board”) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. and/or Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent Committee of the Board (not to be unreasonably withheldthe “Executive Committee”), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing all subject to the Boardpower and authority of the Board and the Executive Committee to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. Executive shall perform his duties at the Company’s office in Scotts Valley, California, subject to reasonable travel requirements. (b) purchase or own less than two percent Executive shall report to the Company’s Chief Executive Officer (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b“Supervisor”), in each case and in the aggregate, do not materially interfere with the performance of the Executive shall devote Executive’s material duties full-time energies and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of attention to the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company and its Affiliates. Executive shall perform Executive’s duties, responsibilities and functions to the BankCompany and its Affiliates hereunder in a diligent, including trustworthy, professional, ethical and efficient manner and shall comply with the implementation policies and procedures of strategic goals the Company and objectivesits Affiliates and will cooperate fully with the Board in the advancement of the best interests of the Company. Notwithstanding, subject Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to supervision and oversight the Company or any Affiliate. Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any non- profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the Company or any Affiliate; or (ii) as otherwise agreed by the Board or a committee of such Board authorized to act on such Board’s behalf. in writing. (c) For purposes of this Agreement, all references “Affiliate” shall mean with respect to either the Company Board any given entity, any other entity that directly, or the Bank Board shall be deemed to include references to all indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such committeesentity. The Executive shall be responsible overall for term “control” (including, with correlative meaning, the conduct terms “controlled by” and “under common control with”), as used with respect to any entity, means the possession, directly or indirectly, of the business power to direct or cause the direction of the Company management and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member policies of such boards. Executive shallentity, if requestedwhether through the ownership of voting securities, also serve as an officer by contract or director of any affiliate of the Company for no additional compensationotherwise.

Position and Duties. At all times during The Executive shall be employed by the TermCompany as its President and, effective as of May 17, 2010, the Executive shall (i) serve as President and also be the Chief Executive Officer of the Company and the Bank and, in such capacity, Company’s Windstar Cruises business (“CEO”). The Executive shall perform such carry out those duties and have such responsibilities as is typical for such positionscustomarily incumbent upon the President and CEO, as well stated in the Company’s Bylaws, as any other reasonable duties as the same may be assigned to him by the Board modified from time to time, or as otherwise assigned to the Executive by the Board of Directors of the Company (the “Board”), provided that any such additional duties shall be commensurate with the Executive’s position as CEO and (ii) diligently and conscientiously President of the Company. The Executive shall devote substantially all of his business time, energyattention, skills and ability efforts to the faithful performance of his duties hereunder. The Executive shall fulfill his duties and responsibilities with that degree of skill and diligence appropriate for a senior executive of a public company and in a manner consistent with applicable laws, rules and regulations. During his employment, the business of the Company and the Bank and will Executive shall not engage in any other businessbusiness activities or hold any office or position, professionregardless of whether any such activity, office or occupation position is pursued for compensation profit or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly other pecuniary advantage, without the prior written consent of the Company; provided, however, the foregoing shall not prevent the Executive from: (a) owning, solely as a passive investment, five percent (5%) or less of the securities of any publicly traded corporation (or, with the prior consent of the Board, and five percent (iii5%) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations less of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be private company, provided that any such private company is not a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to a significant vendor of, and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further thatotherwise do business with, the activities described in clauses (a) and Company); (b)) managing his personal investments; or (c) providing services to charitable and/or civic organizations, in each case and in the aggregatecase, do so long as such activity does not materially breach of any provision of Section 8 hereof or interfere with the Executive's performance of services to the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationCompany.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve initially as President the Vice President-Corporate Development and Chief Executive Officer General Counsel of the Company and shall have the Bank andnormal duties, in such capacityresponsibilities and authority of the Vice President-Corporate Development and General Counsel, shall perform such duties subject to the power of the board of directors of the Company (the "Board") and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned the powers delegated to him the Executive's superiors (if any) by the Board. (b) The Executive shall report to the Board from time to timeor its designee, and (ii) diligently the Executive shall devote his best efforts and conscientiously devote substantially all of his business time, energy, attention and ability energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and its Subsidiaries (as defined below). The Executive shall perform his duties and responsibilities to the Bankbest of his abilities in a diligent, including trustworthy, and businesslike manner. During the implementation Employment Period, the Executive shall not engage in any business activity which, in the reasonable judgment of strategic goals the Board, materially conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage; PROVIDED, HOWEVER, that nothing herein is intended to prohibit Executive from managing his own investment portfolio; PROVIDED FURTHER, HOWEVER, that the Company acknowledges that the Executive may devote such time that the Executive deems appropriate to his real estate and objectiveslaw enterprise, subject including, without limitation, his "of counsel" relationship with Buchalter, Nemer, Fields & Younger, so long as Executive shall at all times adequately fulfill his obligations pursuant to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. this Section 2(b). (c) For purposes of this Agreement, all references to either (i) "SUBSIDIARIES" shall mean any corporation of which the Company Board securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or the Bank Board through one or more Subsidiaries; and (ii) "PERSON" shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board construed broadly and shall not receive include, without limitation, an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer department or director of any affiliate of the Company for no additional compensationagency thereof.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the Senior Vice President and Chief Executive Officer General Counsel of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authority of such capacityposition. Executive shall render such administrative, financial and other executive and managerial services to the Company Group that are consistent with Executive's position as the officer to which Executive reports or the Company's board of directors (the "Board"), as applicable, may from time to time direct. (b) During the Employment Period, Executive shall report to the Chief Executive Officer and shall devote Executive's best efforts and Executive's full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Group. Executive shall perform such Executive's duties, responsibilities and functions for the Company Group hereunder to the best of Executive's abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company's and its subsidiaries' policies and procedures in all material respects. In performing Executive's duties and have such responsibilities as is typical for such positionsexercising Executive's authority under this Agreement, as well as any other reasonable duties as may be assigned Executive shall support and implement the business and strategic plans approved from time to him time by the Board from time and shall support and cooperate with the Company's and its subsidiaries' efforts to time, expand their businesses and (ii) diligently operate profitably and conscientiously devote substantially all of his business time, energy, and ability to his duties and in conformity with the business of and strategic plans approved by the Company and Board. During the Bank and will Employment Period, Executive shall not engage in serve as an officer, manager or director of, or otherwise perform services for compensation for, any other business, profession, person or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions ; provided that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or may serve as a directoran officer, trustee, committee membermanager or director of, or principal of any type of businessotherwise participate in, solely charitable, educational, welfare, social, religious and civic or charitable organization as organizations so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is do not similar to and does not have the potential to compete interfere with Executive's employment with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationCompany.

Position and Duties. At all times during (a) During the Employment Term, the Executive Employee shall serve as Chief Operating Officer. The Employee shall have such duties, functions, responsibilities, and authority as are from time to time delegated to the Employee by the Board of Directors of the Company (the “Board”) or are otherwise consistent with the duties, responsibilities and authority of the executive office held by the Employee; provided that with respect to any specifically delegated duties, functions, responsibilities and authority, such duties, functions, responsibilities, and authority are reasonable and customary for a person serving in the office/position of a public company comparable to the Company. (b) During the Employment Term, the Employee shall: (i) serve as President and Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his time during normal business timehours to the business of the Company, energy, and ability to fulfill his duties and obligations under this Employment Agreement and use his best efforts, judgment and energy to perform, improve and advance the business and interests of the Company in a manner consistent with the duties of his position; provided, however, that Employee shall not be prevented from serving as a member of the board of directors of a corporation if the Company determines that such membership is not adverse to its interests; (ii) not engage in any business activities that are directly or indirectly competitive with any business conducted by the Company or any of its subsidiaries or affiliates; (iii) observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board, including but not limited to, the standard policies and procedures of the Company as in effect from time to time; and (iv) do such traveling as may be required in connection with the performance of such duties and responsibilities. (c) The Employee acknowledges that this Employment Agreement contains a non-disclosure of proprietary information and non-competition provisions, and the Employee agrees to comply with these provisions. The Employee understands that entering into and complying with these provisions is a condition to the Employee’s continued employment with the Company and that failure to comply with the terms of these provisions may result in immediate termination from employment. (d) In connection with the Employee’s employment by the Company under this Employment Agreement, the Employee shall be based at the principal executive offices of the Company, located as of the date hereof in San Antonio, Texas, except for such reasonable travel or field work as the performance of the Employee’s duties in the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Boardmay require. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b)may, in each case and in its discretion, determine to relocate the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate principal offices of the Company for no additional compensation.any necessary business purpose, and doing so shall not be a breach of this Employment Agreement. South Texas Oil Company Xxxxxxx Employment Agreement June 2008

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President Chief Financial Officer of the Company, and shall have the normal duties, responsibilities, functions and authority of such position, subject to the power and authority of the Company’s Board of Directors (the “Board”) and the Company’s Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and the power and authority of the Board to overrule actions of officers of the Company; provided that such permitted limitations may, nevertheless, constitute “Good Reason” under Section 8. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company and its Affiliates which are consistent with Executive’s position as the Board may from time to time direct. (b) During the Employment Period, Executive shall report to the Chief Executive Officer of the Company and the Bank and, in such capacity, shall perform such duties devote his best efforts and have such responsibilities as is typical his full business time and attention (except for such positions, as well as any permitted vacation periods and reasonable periods of illness or other reasonable duties as may be assigned incapacity) to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business and affairs of the Company and its Affiliates. Executive shall perform his duties, responsibilities and functions to the Bank Company and will its Affiliates hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing his duties and exercising his authority under the Agreement, Executive shall develop, support and implement the business and strategic plans approved from time to time by the Board. During the Employment Period, Executive shall not engage in accept other employment, serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also may serve as an officer or director of any affiliate or otherwise participate in purely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s employment hereunder. The Company and Executive agree that during the Employment Period Executive’s principal location of employment with the Company for no additional compensationshall be at the Company’s headquarters in Tampa, Florida.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the President and Chief Executive Officer (“CEO”) of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authorities customarily exercised by the President and CEO of a company of similar size and nature as the Company. During the Employment Period, Executive shall render such capacityadministrative, shall perform such duties financial and have such responsibilities as is typical for such positionsother executive and managerial services to the Company and its affiliates which are consistent with Executive’s position, as well as any other reasonable duties as may be assigned to him by the Board of Directors of the Company (the “Board”) may from time to timetime direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently to the business and conscientiously devote substantially all affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his business timeabilities in a diligent, energytrustworthy, professional and ability to efficient manner and shall comply with the Company’s policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business of and strategic plans approved from time to time by the Company and Board. During the Bank and will Employment Period, Executive shall not engage in serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or may serve as a director, trustee, committee memberan officer or director of, or principal of any type of businessotherwise participate in, purely educational, welfare, social, religious and civic or charitable organization as organizations so long as such activities are disclosed do not interfere with Executive’s employment. Nothing contained herein shall preclude Executive from (i) engaging in writing to the Boardcharitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and (iv) delivering lectures, and (b) purchase fulfilling speaking engagements or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bankteaching at educational institutions; provided thatprovided, that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the regular performance of the Executive’s material his duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of under this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President and the Chief Executive Operating Officer of the Company and shall have the Bank andnormal duties, in such capacityresponsibilities, shall perform such duties functions, and have such responsibilities as is typical for such positionsauthority of that position, as well as any other reasonable duties as may be assigned subject to him by the power and authority of the Board of Directors of the Company (the “Board”) or the President of the Company (the “President”) and paragraph 4(i) of this Agreement, to expand or limit such duties, responsibilities, functions, and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall also render such administrative, financial, and other executive and managerial services, consistent with Executive’s position, to the Company’s parent company, The Xxxxxxx Companies, Inc. (“Xxxxxxx”), and the Company’s other affiliates as the Board or the President may from time to timetime direct. (b) During the Employment Period, Executive shall devote his best efforts and (ii) diligently his full business time and conscientiously devote substantially all of his business time, energy, and ability attention to his duties and the business and affairs of the Company and its affiliates. Executive shall perform his duties, responsibilities, and functions to the Bank Company and will its affiliates hereunder to the best of his abilities in a diligent, trustworthy, professional, and efficient manner and shall comply with the Company’s and its affiliates’ policies and procedures in all material respects. During the Employment Period, Executive shall not engage in serve as an officer or director of, or otherwise perform services, whether or not for compensation, for any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also may serve as an officer or director of any affiliate of the Company for no additional compensationof, or otherwise participate in, purely educational, welfare, social, religious, or civic organizations so long as such activities do not interfere with Executive’s employment.

Position and Duties. At Executive shall hold the position of ___________________, and shall report to, and at all times during be subject to the Termlawful direction of, the Executive shall (i) serve as President and Chief Executive Officer, the President or the Chief Operating Officer of the Company and the Bank andCompany. Additionally, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board executive staff and participate in the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate strategic decision-making of the Company from time to time. Executive shall devote his best efforts and his full business time and attention (except for no additional compensationpermitted vacation periods and reasonable periods of illness or other incapacity) to the business affairs of the Company. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. During the Employment Period, Executive shall not become an employee of any other person or entity other than the Company. Executive, however, shall not be precluded from (a) serving on any corporate or governmental board of directors on which he currently serves as of the Effective Date or, if the Board consents to such service (which such consent shall not unreasonably be withheld), on any board of directors, (b) serving on the board of, or working for, any charitable, not-for-profit or community organization, (c) pursuing any other activity to which the Board consents or (d) pursuing his personal, financial and legal affairs, so long as such activities, individually or collectively, do not interfere with the performance of Executive's duties hereunder.

Position and Duties. At all times during The Executive shall serve as Executive Chairman of the TermBoard of Directors of the Company. In such capacity, the Executive shall have such responsibilities, powers and duties as are inherent in his positions (iand the undertakings applicable to his positions) serve and necessary to carry out his responsibilities and the duties required of him hereunder and as President may from time to time be prescribed by the Board of Directors of the Company; provided that such responsibilities, powers and Chief duties prescribed by the Board of Directors of the Company are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies and shall not, without his consent, include tasks or responsibilities that would be inconsistent with those of Executive Officer Chairman of the Board of Directors. The Executive shall devote a substantial amount of his working time and efforts to the business and affairs of the Company and its Subsidiaries. Other than his board service for other companies as of the Bank anddate of this agreement, in such capacitythe Executive shall not directly or indirectly render any services of a business, shall perform such duties and have such responsibilities as is typical for such positions, as well as commercial or professional nature to any other reasonable duties as may be assigned person or for-profit organization not related to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any or its Subsidiaries, including serving on other businessboards, profession, or occupation whether for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly otherwise, without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the BoardCompany. Notwithstanding the foregoing, Executive may serve on the Executive will be permitted to (a) with the prior written consent board of the Board (not to be unreasonably withheld), act directors or serve as board of trustees a director, trustee, committee member, or principal reasonable number of any type of business, civic or charitable organization as non-profit organizations so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and service does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s 's duties hereunder. The Executive is Except as indicated in the most senior executive officer of the Company preceding sentence and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the businessnormal travel requirements of his position, operations, and affairs Executive's place of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board business shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationlocated in Bermuda.

Position and Duties. At all times during (a) During the TermEmployment Period, Executive shall serve as the Executive shall (i) serve as Vice President and Chief Executive Financial Officer of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authority of the Executive Vice President and Chief Financial Officer, subject to the power and authority of the Company's Chief Executive Officer to expand or limit such capacityduties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall perform render such duties administrative, financial and have such responsibilities other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive's position as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board may from time to timetime reasonably direct. (b) During the Employment Period, Executive shall report to the Company's Chief Executive Officer and shall devote his full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business and affairs of the Company and the Bank its Subsidiaries. Executive shall perform his duties, responsibilities and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of functions to the Company and its Subsidiaries hereunder in good faith in a diligent, trustworthy and professional manner and shall comply with the BankCompany's and its Subsidiaries' policies and procedures in all material respects. During the Employment Period, Executive shall report directly to the Board. Notwithstanding the foregoingnot serve as an officer or director of, the Executive will be permitted to (a) with or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which shall not to be unreasonably withheld, conditioned or delayed), act ; provided that Executive may participate on boards of charitable entities or serve as a director, trustee, committee member, or principal of any type of business, other civic or charitable organization as entities so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and service does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material 's duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. under this Agreement. (c) For purposes of this Agreement, all references "Subsidiaries" shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, at the Company and time of determination, owned by the Bank. During the TermCompany, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer directly or director of any affiliate of the Company for no additional compensationthrough one or more Subsidiaries.

Position and Duties. At all times during (a) During the TermEmployment Period, Executive shall serve as the Executive shall (i) serve as Vice President and — Chief Executive Operating Officer of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authority of an executive officer of the Company, subject to the power and authority of the Company’s Chief Executive Officer to expand or limit such capacityduties, responsibilities, functions and authority. During the Employment Period, Executive shall perform render such duties administrative, financial and have such responsibilities other executive and managerial services to the Company and its Subsidiaries (as is typical for such positions, defined below) which are consistent with Executive’s position as well as any other reasonable duties as may be assigned to him by the Board or Chief Executive Officer may from time to timetime reasonably direct. (b) During the Employment Period, Executive shall report to the Company’s Chief Executive Officer and shall devote his full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business and affairs of the Company and the Bank its Subsidiaries. Executive shall perform his duties, responsibilities and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of functions to the Company and its Subsidiaries hereunder in good faith in a diligent, trustworthy and professional manner and shall comply with the BankCompany’s and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Executive shall report directly to the Board. Notwithstanding the foregoingnot serve as an officer or director of, the Executive will be permitted to (a) with or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which shall not to be unreasonably withheld, conditioned or delayed), act ; provided that Executive may participate on boards of charitable entities or serve as a director, trustee, committee member, or principal of any type of business, other civic or charitable organization as entities so long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and service does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. under this Agreement. (c) For purposes of this Agreement, all references “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, at the Company and time of determination, owned by the Bank. During the TermCompany, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer directly or director of any affiliate of the Company for no additional compensationthrough one or more Subsidiaries.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall be employed as Executive Chairman of the Company. In such capacity, the Executive shall have such responsibilities, powers and duties as may from time to time be prescribed by the Board, consistent with the role of Executive Chairman, which may include, in addition to the duties of Chairman as currently performed: (i) serve the orderly transition of the responsibilities and duties of the chief executive officer to the new chief executive officer, (ii) maintaining and transitioning to the new chief executive officer customer, commercial, financial, shareholder and other relationships which are important to the Company, (iii) providing advice and guidance to the new chief executive officer, as President requested by the new chief executive officer, (iv) assisting with investor relations activities of the Company, and Chief (v) providing strategy insight and guidance to the Company. During the Employment Period, the Executive Officer shall devote as much of his working time and efforts to the business and affairs of the Company and its subsidiaries as is necessary to effectively carry out the Bank and, in such capacity, shall perform such foregoing duties and have such responsibilities as is typical for such positionsresponsibilities. The Executive shall not directly or indirectly render any services of a business, as well as commercial or professional nature to any other reasonable duties as may be assigned to him by the Board from time to timePerson or organization, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation whether for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly otherwise, without the prior written consent of the BoardCompany; provided, and however, that nothing in this Agreement shall preclude the Executive from (i) managing his personal investments, (ii) serving as a director of a not-for-profit organization, (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve serving as a director, trustee, committee member, or principal director of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which company on whose board he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes date of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve (iv) serving as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate company whose securities are registered under section 12 of the Company for no additional compensationSecurities Exchange Act of 1934, as amended, so long as such activities do not interfere with the Executive’s performance of his duties hereunder.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as VICE PRESIDENT AND GENERAL MANAGER, OPEN CIRCUIT of the Company and shall have such responsibilities, duties and authority as set forth in the Bylaws of the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer or the Company's Board of Directors (the Company "Board") shall determine from time to time. During the Employment Period, the Executive shall report to the Company's Executive Vice President and Chief Operating Officer or designee. The Executive shall fully comply with the Bank and, Company's Worldwide Code of Legal and Ethical Business Conduct as in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board effect from time to time, and (ii) diligently and conscientiously or any successor or similar Code. The Executive shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the Bankforegoing, including it is understood that during the implementation of strategic goals and objectivesEmployment Period, subject to supervision and oversight by the Board or a committee any conflict of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business interest policies of the Company and the Bank. During the TermSection 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company, (b) make and manage personal investments of his choice, and (c) with the prior consent of the Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the Company Board and and/or as a director and/or member of a committee and/or officer of one or more subsidiaries or related or affiliated companies or joint ventures of the Bank Board and shall not receive any Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationin this Agreement.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Executive Vice President and Chief Financial Officer and as a member of the Office of the Chairman of the Company, and in such other position or positions with the Company or its affiliates commensurate with such position and his experience as the Board of Directors of the Company (the "Board") shall from time to time specify. During the Employment Period, Executive Officer shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board shall from time to time specify commensurate with such positions. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Bank andEmployment Period, in such capacity, Executive shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by comply with the Board from time to time, and (ii) diligently and conscientiously devote substantially all Code of his business time, energy, and ability to his duties and the business Corporate Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the Bank and will not engage in board of directors of any other businessbusiness corporation with the consent of the Board, profession(b) serving on the board of, or occupation for compensation working for, any charitable or otherwise which would conflict community organization, or materially (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of such services either directly Executive's duties hereunder or indirectly without the prior written consent violate any of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations provisions of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationSection 9 hereof.

Position and Duties. At all times during the Term, the Executive shall (i) serve Except as President and Chief Executive Officer of the may otherwise be agreed upon between Company and the Bank andEmployee, in such capacity, Employee shall perform such duties and have such responsibilities as Chief Financial Officer of the Company and the Chief Financial Officer of Talk America Inc., a Pennsylvania corporation which is typical for a wholly-owned subsidiary of the Company, and such positions, as well as any other reasonable duties and responsibilities consistent with the foregoing duties and responsibilities as may be reasonably assigned or delegated to him by the Board from time to timetime by the Company’s Chief Executive Officer or the Company’s Board of Directors (the "Board"), including, without limitation, service as an employee, officer or director of affiliates (as that term is defined in Rule 405 of the Securities Act of 1933, as amended (the "Act")) of Company ( collectively, "Affiliates") without additional compensation. References in this Agreement to Employee’s employment with Company shall be deemed to refer to employment with Company or an Affiliate. Employee shall perform his duties and (ii) diligently responsibilities to the best of his abilities in a diligent, trustworthy, business like and conscientiously efficient manner. Employee shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business and affairs of Company; provided, however, that nothing in this Agreement shall preclude the Company Employee from (i) engaging in charitable activities and community affairs; (ii) managing his personal investments and affairs, subject to the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance limitations of such services either directly or indirectly without the prior written consent of the Board, Section 10 hereof; and (iii) comply with all directions from acting as a director of another corporation if the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent Chairman of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar Chief Executive Officer of Company shall have consented to and does not have the potential to compete with the Company or the Bank; provided that, Employee’s accepting such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationdirectorship.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve initially as President and the Chief Executive Officer and Chairman of the Company, subject to the power of the Board of Directors of the Company (the “Board”) to expand or limit Executive’s duties, responsibilities, functions and authority in a manner appropriate for an executive of such title at a similarly sized company. It is acknowledged that in the Bank andfuture the Company will hire and appoint a new Chief Executive Officer, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by at which time the Board from time to timeshall reassign Executive a new position and duties focused on technology and new product and process development.. (b) During the Employment Period, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most other senior executive officer of the Company as directed by the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to the BankCompany and its Subsidiaries hereunder to the best of his abilities in a diligent, including the implementation of strategic goals trustworthy, businesslike and objectivesefficient manner. Executive shall, subject to supervision and oversight if so requested by the Board Company, also serve without additional compensation, as an officer, director or a committee manager of any Subsidiary or Affiliate of the Company. Executive may spend time engaging in activities on behalf of charitable and/or civic organizations (including serving on the boards of such Board authorized to act on charitable and/or civic organizations) so long as such Board’s behalf. service does not prevent Executive from performing his obligations under this Agreement. (c) For purposes of this Agreement, all references (i) “Subsidiaries” means any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, at the Company time of determination, owned by the Company, directly or through one or more Subsidiaries and the Bank. During the Term(ii) “Affiliate” of an entity means any other person or entity, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shalldirectly or indirectly controlling, if requested, also serve as controlled by or under common control with an officer or director of any affiliate of the Company for no additional compensationentity.

Position and Duties. At all times during (a) During Employee’s employment with the TermCompany, the Executive Employee shall (i) serve as President and Chief Executive Officer of the Company and as a member of the Bank and, in such capacity, Board of Directors of the Company (the “Board”). Employee shall perform have such duties and have such responsibilities authority commensurate with the position of Chief Executive Officer and member of the Board and as is typical for such positions, as well as any other reasonable duties as may shall be assigned to him from time to time by the Board. (b) Employee shall report to the Board and Employee shall devote his best efforts, business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries (as defined below). Employee shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder in good faith and to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ general employment policies and practices, as they may be amended from time to time; provided, and (ii) diligently and conscientiously devote substantially all that when the terms of his business timethis Agreement conflict with such general employment policies or practices, energythis Agreement shall control. So long as Employee is employed by the Company, and ability to his duties and the business of the Company and the Bank and will not engage in any other businessEmployee shall not, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (accept other than directions employment or perform other services for compensation that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the Employee’s employment or with his performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. (c) For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.“

Position and Duties. At all times during During the TermContract Employment Period, the Executive shall (i) serve in Executive's current position or such other comparable or better position or positions with the Company and its subsidiaries as President and the Chief Executive Officer or the Board of Directors of the Company (the "Board") shall specify from time to time. During the Contract Employment Period, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Chief Executive Officer or the Board shall from time to time specify. Executive shall devote her full business time to the services required of her hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use her best efforts, judgment, skill and energy to perform such services in a manner consistent with the duties of her position and to improve and advance the business and interests of the Company and its subsidiaries. Nothing contained herein shall preclude Executive from (i) serving on any corporate or governmental board of directors on which she currently serves or, if the Bank andBoard consents to such service, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as on any other reasonable duties as may be assigned to him by the Board from time to timeboard of directors, and (ii) diligently and conscientiously devote substantially all of his business timeserving on the board of, energyor working for, and ability to his duties and the business of the Company and the Bank and will not engage in any charitable, not-for profit or community organization, (iii) pursuing any other businessactivity to which the Board consents or (iv) pursuing her personal, professionfinancial and legal affairs, so long as such activities, individually or occupation for compensation or otherwise which would conflict or materially collectively, do not interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s 's duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.,

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the Senior Vice President and Chief Executive Officer Operations of the Company and shall have the Bank andnormal duties, in such capacityresponsibilities, shall perform such duties functions and have such responsibilities as is typical for such positionsauthority of the Senior Vice President Operations, as well as any other reasonable duties as may be assigned subject to him by the power and authority of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to Xxxxxxx and its Subsidiaries which are consistent with Executive’s position as the Board or the Chief Executive Officer may from time to timetime direct. (b) During the Employment Period, Executive shall report to the Board and the Chief Executive Officer and shall devote his best efforts and his full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently to the business and conscientiously devote substantially all affairs of Xxxxxxx and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Xxxxxxx and its Subsidiaries hereunder to the best of his business timeabilities in a diligent, energytrustworthy, professional and ability to his duties efficient manner and shall comply with the business of Company’s and its Subsidiaries’ policies and procedures in all material respects. During the Company and the Bank and will Employment Period, Executive shall not engage in serve as an officer or director of, or otherwise perform services for compensation for, any other businessentity (except AMF Partners LLC, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly a limited liability company involved in investments) without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions ; provided that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or may serve as a director, trustee, committee memberan officer or director of, or principal of any type of businessotherwise participate in, purely educational, welfare, social, religious or civic or charitable organization as organizations so long as such activities are disclosed in writing do not interfere with Executive’s employment. (c) For purposes of this Agreement, “Subsidiaries” shall mean, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the Boardoccurrence of any contingency) to vote in the election of directors, and (b) purchase managers, or own less than two percent (2%) trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the publicly traded securities other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any entity which has the potential to be a competitor Person or one or more Subsidiaries of the Company Person or the Bank a combination thereof. For purposes hereof, a Person or an unlimited Persons shall be deemed to have a majority ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided thata limited liability company, such ownership represents a passive investment and that the Executive is not a controlling person ofpartnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee general partner of such Board authorized to act on such Board’s behalflimited liability company, partnership, association, or other business entity. For purposes of this Agreement, all references to either the Company Board “Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Terma governmental entity or any department, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shallagency, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationpolitical subdivision thereof.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as EXECUTIVE VICE PRESIDENT, SALES AND MARKETING of the Company and shall have such responsibilities, duties and authority as set forth in the Bylaws of the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer or the Company's Board of Directors (the Company "Board") shall determine from time to time. During the Employment Period, the Executive shall report to the Company's President and Chief Executive Officer or the Bank and, Chief Executive Officer's designee. The Executive shall fully comply with the Company's Worldwide Code of Legal and Ethical Business Conduct as in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board effect from time to time, and (ii) diligently and conscientiously or any successor or similar Code. The Executive shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the Bankforegoing, including it is understood that during the implementation of strategic goals and objectivesEmployment Period, subject to supervision and oversight by the Board or a committee any conflict of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business interest policies of the Company and the Bank. During the TermSection 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company, (b) make and manage personal investments of his choice, and (c) with the prior consent of the Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the Company Board and and/or as a director and/or member of a committee and/or officer of one or more subsidiaries or related or affiliated companies or joint ventures of the Bank Board and shall not receive any Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationin this Agreement.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as Executive Vice President Merchandising and Chief Executive Officer Marketing of the Company and shall have the Bank andnormal duties, in responsibilities and authority attendant to such capacityposition, subject to the power of the Company's chief executive officer ("CEO") or Board of Directors (the "Board") to expand or limit such duties, responsibilities and authority. (b) Executive shall perform such duties report to the President and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timeChief Operating Officer, and Executive shall devote Executive's best efforts and Executive's full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business and affairs of the Company and the Bank and will not engage in any other businessits Subsidiaries; PROVIDED that Executive shall, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent approval of the Board (not CEO, be allowed to be unreasonably withheld), act or serve as (i) a directordirector or officer of any non-profit organization including trade, trusteecivic, committee membereducational or charitable organizations, or principal (ii) a director of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity corporation which is not similar to and does not have the potential to compete competing with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member any of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and its Subsidiaries in the aggregate, office product and office supply industry so long as such duties do not materially interfere with the performance of the Executive’s material 's duties or responsibilities under this Agreement. Executive shall perform Executive's duties and responsibilities as provided hereunder. The under this Agreement to the best of Executive's abilities in a diligent, trustworthy, businesslike and efficient manner. (c) Executive has disclosed all such business, civic, and charitable organizations for which he serves as shall be based at or in the vicinity of the Effective Date, Company's headquarters but may be required to travel as necessary to perform Executive's duties and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. responsibilities under this Agreement. (d) For purposes of this Agreement, all references to either "SUBSIDIARIES" shall mean any corporation of which the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct securities having a majority of the business voting power in electing directors are, at the time of determination, owned by the Company and the Bank. During the TermCompany, the Executive shall serve as a member directly or through one of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationmore Subsidiaries.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the President and Chief Executive Officer CEO of the Company and shall have the Bank andnormal duties, in responsibilities, functions and authorities customarily exercised by the President and CEO of a company of similar size and nature as the Company. During the Employment Period, Executive shall render such capacityadministrative, shall perform such duties financial and have such responsibilities as is typical for such positionsother executive and managerial services to the Company and its affiliates which are consistent with Executive’s position, as well as any other reasonable duties as may be assigned to him by the Board of Directors of the Company (the “Board”) may from time to timetime direct. (b) During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (iiexcept for permitted vacation periods and reasonable periods of illness or other incapacity) diligently to the business and conscientiously devote substantially all affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his business timeabilities in a diligent, energytrustworthy, professional and ability to efficient manner and shall comply with the Company’s policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business of and strategic plans approved from time to time by the Company and Board. During the Bank and will Employment Period, Executive shall not engage in serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or may serve as a director, trustee, committee memberan officer or director of, or principal of any type of businessotherwise participate in, purely educational, welfare, social, religious and civic or charitable organization as organizations so long as such activities are disclosed do not interfere with Executive’s employment. Nothing contained herein shall preclude Executive from (i) engaging in writing to the Board, charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and affairs; and (biv) purchase delivering lectures, fulfilling speaking engagements or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided thatteaching at educational institutions; provided, that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the regular performance of the Executive’s material his duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of under this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the President and Chief Executive Officer of the Company and shall have the Bank andnormal duties, in such capacityresponsibilities, shall perform such duties functions and have such responsibilities as is typical for such positionsauthority of the President and Chief Executive Officer, as well as any other reasonable duties as may be assigned subject to him by the power and authority of the Board of Directors of the Company (the “Board”) to expand or limit such duties, responsibilities, functions and authority. During the Employment Period, Executive shall render such administrative, financial and other executive and managerial services to the Company, its Subsidiaries (as defined below) and Tandus Group, Inc., the sole owner of the common stock of the Company (collectively, the “Group”), that are consistent with Executive’s position as the Board may from time to timetime direct. (b) During the Employment Period, Executive shall (i) report to the Board, (ii) devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Group, and (iiiii) diligently reside in the region including and conscientiously devote substantially all surrounding the cities of Chattanooga, Tennessee and Dalton, Georgia. Executive shall perform his duties, responsibilities and functions to the Group hereunder to the best of his business timeabilities in a diligent, energytrustworthy, professional and ability to his duties efficient manner and shall comply with the business of Group’s policies and procedures in all material respects. During the Company and the Bank and will Employment Period, Executive shall not engage in serve as an officer or director of, or otherwise perform services for compensation for, any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly entity without the prior written consent of the Board; provided, and (iii) comply with all directions from the Board (other than directions however, that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also may serve as an officer or director of or otherwise participate in solely educational, welfare, social, religious and civic organizations so long as such activities do not interfere with Executive’s duties and responsibilities with the Group. (c) For purposes of this Agreement, “Subsidiaries” shall mean any affiliate corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the Company for no additional compensationboard of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

Position and Duties. At all times during During the TermEmployment Period, the Executive Employee shall (i) serve as President Chief Medical Officer of the Employer and as Chief Medical Officer of Alignment Healthcare, Inc., reporting to the Board and the Chief Executive Officer of Employer and shall have the Company usual and customary duties, responsibilities and authority of such position, as determined and assigned by the Bank andChief Executive Officer. Such duties and responsibilities will include professional administrative obligations and may include professional medical service obligations. In the event it becomes necessary or appropriate for Employee to provide professional medical services to patients as part of his duties, in such capacity, Employee shall perform such duties professional services in accordance with the standards of professional practice applicable to Employee’s training and have such responsibilities as is typical for such positions, as well as any other reasonable duties as specialization and without additional compensation hereunder. Such professional medical services may be assigned to him performed on behalf of any Subsidiary or Affiliate of the Employer or another entity associated with and approved by Employer. If elected or appointed thereto, shall serve as an officer and/or member of the board or any Subsidiary or Affiliate of the Employer as reasonably requested by the Board from time Employer and its Affiliates, in each case, without additional compensation hereunder. The Employee hereby accepts such employment and positions and agrees to time, and (ii) diligently and conscientiously devote substantially all of his Employee’s full and exclusive business time, energyattention, and ability to his best efforts in discharging and fulfilling Employee’s duties and responsibilities hereunder. The Employee shall comply with the business Employer’s policies and procedures and the direction and instruction of the Company Board and the Bank and will Employee shall not engage in any other businessbusiness activity which, profession, or occupation for compensation or otherwise which would conflict or materially interfere with in the performance of such services either directly or indirectly without the prior written consent reasonable judgment of the Board, and (iii) comply conflicts with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations duties of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoingEmployee hereunder, the Executive will be permitted to (a) with the prior written consent of the Board (whether or not to be unreasonably withheld)such activity is pursued for gain, act profit or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationother pecuniary advantage.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as the Chief Financial Officer and Executive Vice President of the Company, of Tumi Holdings, Inc. (“Holdings”) and, as deemed appropriate by the Company, of the Company’s Affiliates (as defined below), and shall have the normal duties, responsibilities, functions and authority of such positions, subject to the powers of the board of directors of Holdings (the “Board”) to expand or limit such duties, responsibilities, functions and authority and to override actions of officers of the Company. (b) During the Employment Period, Executive shall report to the Chief Executive Officer and President or the person or persons designated by the Chief Executive Officer and President, and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. Executive shall perform Executive’s duties, responsibilities and functions to the Company, Holdings and any subsidiaries and/or any affiliated companies of the Company to the best of Executive’s abilities and in a diligent, trustworthy, businesslike and efficient manner. Holdings and its subsidiaries and other affiliated companies, other than the Bank andCompany, are referred to hereinafter collectively as the “Company’s Affiliates.” Notwithstanding any implication to the contrary contained in such capacitythis Section 2(b), shall perform such duties and have such responsibilities as is typical for such positions, as well as any other Executive may devote reasonable duties as may be assigned to him by the Board from periods of time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a directordirector to other organizations; provided, trusteehowever, committee member, or principal of any type of business, civic or charitable organization as long as that such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and service does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material his duties hereunder and responsibilities as provided hereunder. The Executive has disclosed all such businessis not in conflict or competitive with, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Dateor adverse to, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer interests of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs or any of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such BoardCompany’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationAffiliates.

Position and Duties. At 1.1 During the Employment Term (as defined below), Employee shall serve as Vice President of the Company, reporting directly to the Board of Directors of company. Employee shall have responsibility for the overall day-to-day oversight and management of the Company, subject to the supervision of the Board of Directors through the Chairman of the Board and shall have the duties, responsibilities and authority customarily associated with such position, including, but not limited to, assisting the Board of the company ("Board") in developing long term strategies for developing the company's subsidiaries, supervising all times during management and employees of the Company, helping in setting employee compensation, adopting budgets and such other duties for or on behalf of the Company, as are customarily assigned to the Vice President of companies comparable to Home Savers Holding Corporation, provided that such duties are reasonably consistent with Employee's experience and background. Employee shall also have such other responsibilities and duties consistent therewith as shall be determined from time-to-time by the Board. In that Employee is currently serving as "at will" in the capacity of Vice President, and employee agrees to maintain additional duties until such time as new officers and employees are appointed. 1.2 During the Employment Term, the Executive Employee shall (i) serve as President and Chief Executive Officer of the Company faithfully and to the Bank and, in such capacity, best of his ability and shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, attention and ability efforts to his the performance of such duties and as may be assigned to him from time to time by the business Chairman of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance Board. of such services either directly or indirectly indirectly, without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive Employee shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) confer with the prior written consent Chairman of the Board (not and must have the written approval of the board prior to be unreasonably withheld)any mergers, act acquisitions or serve as a director, trustee, committee member, significant contracts by the company or principal prior to entering into any new financial agreements in behalf of any type the company outside of business, civic or charitable organization as long as such activities are disclosed in writing the normal day to day responsibilities of the Vice President. 1.3 Employee expressly represents and warrants to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive Employee is not a controlling person ofparty to any contract or agreement and is not otherwise obligated in any way, and is not subject to any rules or a member of a group that controlsregulations, such entity; and provided further thatwhether governmentally imposed or otherwise, which will or may restrict in any way the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material Employee's ability to fully perform his duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of under this Agreement, all references . Employee further expressly represents and warrants that he is eligible to either work in the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board United States and shall not receive any additional compensation take all necessary action to comply with requests for services as a member verification of such boardsemployment eligibility. 1. Executive shall, if requested, also serve as an officer 4Employee will perform his duties and responsibilities located at the corporate headquarters or director of any affiliate of elsewhere within reason to perform the Company for no additional compensationposition's responsibilities.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER of the Company and shall have such responsibilities, duties and authority as set forth in the Bylaws of the Company and such additional responsibilities, duties and authority as the Company's President and Chief Executive Officer or the Company's Board of Directors (the Company "Board") shall determine from time to time. During the Employment Period, the Executive shall report to the Company's President and Chief Executive Officer or the Bank and, Chief Executive Officer's designee. The Executive shall fully comply with the Company's Worldwide Code of Legal and Ethical Business Conduct as in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board effect from time to time, and (ii) diligently and conscientiously or any successor or similar Code. The Executive shall devote substantially all of his business time, energy, working time and ability efforts to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and shall use his best efforts to carry out his responsibilities faithfully and efficiently in a professional and ethical manner. Notwithstanding the Bankforegoing, including it is understood that during the implementation of strategic goals and objectivesEmployment Period, subject to supervision and oversight by the Board or a committee any conflict of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business interest policies of the Company and the Bank. During the TermSection 9, the Executive may (a) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with his duties and responsibilities to the Company, (b) make and manage personal investments of his choice, and (c) with the prior consent of the Company's President and Chief Executive Officer, which shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise. The Executive may serve from time to time as a director and /or member of a committee of the Company Board and and/or as a director and/or member of a committee and/or officer of one or more subsidiaries or related or affiliated companies or joint ventures of the Bank Board and shall not receive any Company. The Executive agrees to fulfill his duties as such director, member of committee or officer without additional compensation other than the compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationin this Agreement.

Position and Duties. At all times during (a) During the Employment Term, Employee shall hold the Executive shall (i) serve as title of Senior Vice President — Finance, Secretary, Treasurer and Chief Executive Officer Financial Officer. The Company and Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such other duties and authority that are assigned to Employee from time to time by the Company’s Board of Directors (the “Board”), or such other officer of the Company and the Bank and, in such capacity, as shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him designated by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing Employee shall report to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive other officer of the Company as shall be designated by the Board. (b) Employee shall devote such of his business time and attention to the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company as is required to perform his duties and responsibilities hereunder. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and professional manner, and agrees to comply with all of the policies of the Company, including such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from (i) engaging in community, charitable and social activities, personal investment activities and the Bankendeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder or (ii) engaging (including as an employee) in any business or other activities on behalf of Xxxxxxx X. Xxxxxxxx, Xx., members of his family and entities owned or controlled by Xxxxxxx X. Xxxxxxxx, Xx. or members of his family. For the implementation avoidance of strategic goals doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Xxxxxxxx Entities pursuant to the Second Amended and objectivesRestated Service Agreement dated as of March 1, subject 2005 by and among the Company and the Xxxxxxxx Entities (as defined therein), as amended from time to supervision time. (c) Employee acknowledges and oversight by the Board or agrees that Employee owes a committee duty of such Board authorized loyalty, fidelity and allegiance to act on such Boardat all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company’s behalfbusiness and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. For Except as set forth in Section 5(d)(ii), for purposes of this Agreement, all references to either the Company Board term “Affiliate” shall mean an individual or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Termentity that, the Executive shall serve as directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer specified individual or director of any affiliate of the Company for no additional compensationentity.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Group Senior Vice President and Chief Investment Officer of the Company, President of HIMCO, and a member of the Office of the Chairman of the Company, and/or in such other position or positions with the Company or its affiliates commensurate with his position and experience as the Board of Directors of the Company (the “Board”) shall from time to time specify. During the Employment Period, Executive Officer shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties, responsibilities and obligations as the Board shall from time to time specify. Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with the duties of his position and to improve and advance the business and interests of the Company and its affiliates. During the Bank andEmployment Period, in such capacity, Executive shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by comply with the Board from time to time, and (ii) diligently and conscientiously devote substantially all Code of his business time, energy, and ability to his duties and the business Corporate Conduct of the Company. Unless and to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the Bank and will not engage in board of directors of any other businessbusiness corporation with the consent of the Board, profession(b) serving on the board of, or occupation for compensation working for, any charitable or otherwise which would conflict community organization, or materially (c) pursuing his personal financial and legal affairs, so long as the foregoing activities, individually or collectively, do not interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer hereunder or violate any of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs provisions of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationSection 9 hereof.

Position and Duties. At all times during The Company hereby agrees to employ Executive as Executive Vice President and Secretary of the TermCompany, with such powers and duties as may be prescribed from time to time by the Board of Directors or the Chief Executive shall (i) serve Officer of the Company, and the Bank hereby agrees to employ Executive as President and Chief Executive Officer of the Company Bank, with such powers and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him prescribed by the Board from of Directors of the Bank, subject to the terms, conditions and provisions of this Agreement. Executive hereby accepts such employment and agrees to serve without additional compensation, if elected, in any other senior executive position of the Company reasonably requested of him and as an officer and/or director of any subsidiary of the Company in accordance with Section 7 hereof. Executive shall devote his full-time best efforts to timesuch employment and shall apply substantially that degree of skill and diligence in rendering services to the Company and its subsidiaries under this Agreement as would be applied by a person of ordinary prudence and comparable experience under similar circumstances. In connection therewith, Executive shall report to and (ii) diligently and conscientiously devote substantially all be subject to the direction of his business time, energy, and ability to his duties the Board of Directors and the business Chief Executive Officer of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance Board of such services either directly or indirectly without the prior written consent Directors of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted may devote a reasonable amount of his time to his personal investments and business affairs (aincluding service as a director of unaffiliated companies) with the prior written consent and to civic and charitable activities; provided, however, Executive shall not accept any position as a director of any unaffiliated for-profit business organization without advance approval of the Company's Board (of Directors, which approval shall not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation.

Position and Duties. At all times during During the TermEmployment Period, the Executive shall (i) serve as Senior Vice President and Chief Executive Officer President - International of the Company reporting directly to the most senior executive officer and shall be the Bank andCompany’s most senior international operations and international franchise officer. During the Employment Period, in such capacity, the Executive also shall perform such duties serve as Senior Vice President and President - International of KKDC and shall be KKDC’s most senior international operations and international franchise officer. The Executive shall have such responsibilities as is typical for such positionsresponsibilities, as well as any other reasonable powers and duties as may from time to time be assigned to him prescribed by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company Companies; provided that such responsibilities, powers and the Bank. The Executive’s duties are substantially consistent with those customarily assigned to individuals serving in such position at comparable companies or as may be reasonably required for the Company proper conduct of the business of the Companies. During the Employment Period, the Executive shall devote substantially all of his working time and efforts, which shall be conducted on a full-time basis, to the Bank include responsibility for managing the business, operations, business and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committeesits Subsidiaries. The Executive shall be responsible overall for the conduct not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization not related to the business of the Company and or its Subsidiaries, whether for compensation or otherwise, without the Bank. During prior approval of the TermBoard; provided, however, the Executive shall may serve on the board of directors of one for-profit corporation with the prior approval of the Board, which will not be unreasonably withheld, and the Executive may serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of not-for-profit organizations or engage in other charitable, civic or educational activities, so long as the activities described in this proviso do not interfere with the Executive’s performance of his duties hereunder or result in any affiliate conflict of interest with the Company for no additional compensationCompanies.

Position and Duties. At all times during Upon the terms and subject to the conditions set forth in this Agreement, for the period commencing on the date hereof and continuing until terminated in accordance with the terms of this Agreement (the “Term”), the Company hereby agrees to employ the Executive, and the Executive shall (i) serve hereby accepts employment with the Company to serve, as President and its Chief Executive Officer reporting to the Board of Directors of the Company and the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to time, and (ii) diligently and conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the BoardCompany. Notwithstanding the foregoingforegoing or anything else contained herein, this Agreement shall not be construed as an agreement, either expressed or implied, to employ Executive for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both Executive will be permitted and the Company remain free to terminate the employment relationship, with or without Cause or Good Reason (a) with the prior written consent of the Board (not to be unreasonably withheldeach as defined below), act at any time, with or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision and oversight by the Board or a committee of such Board authorized to act on such Board’s behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and the Bankwithout notice. During the Term, the Executive shall serve as be employed by the Company on a member full-time basis and shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates (as defined below), reasonably related to that position, as may be designated from time to time by the Board of Directors (the “Board”) of the Company, the Chair of the Board or other designee of the Board. During the Term, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the Bank Board advancement of the business and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate interests of the Company for no additional compensationand its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Term, except as may be expressly approved in advance by the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

Position and Duties. At all times during (a) During the TermEmployment Period, the Executive shall (i) serve as President the Chief Financial Officer of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive by the Chief Executive Officer of the Company Company, all subject to the power and authority of the Bank and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by Company’s Board of Directors (the “Board”) or the Executive Committee of the Board from time (the “Executive Committee”) to timeexpand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. (b) Executive shall report to the Chief Executive Officer of the Company, and (ii) diligently Executive shall devote Executive’s full-time energies and conscientiously devote substantially all of his business time, energy, and ability attention to his duties and the business and affairs of the Company and its Subsidiaries. Executive shall perform Executive’s duties, responsibilities and functions to the Bank Company and its Subsidiaries hereunder in a diligent, trustworthy, professional and efficient manner and shall comply with the policies and procedures of the Company and its Subsidiaries and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere cooperate fully with the performance Board and the Executive Committee in the advancement of such services either directly the best interests of the Company. So long as Executive is employed by the Company, Executive shall not, except as provided herein or indirectly without with the prior written consent of the Board, and (iii) comply with all directions from the Board (render to any other than directions person, corporation, firm, company, joint venture or other entity any services of any kind for compensation, or engage in any other activity that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and its Subsidiaries. Notwithstanding the Bank include responsibility for managing foregoing, Executive may engage in charitable, civic, fraternal and trade association activities that do not interfere materially with Executive’s obligations to the business, operations, and affairs Company. A schedule of activities of the Company nature referenced in this paragraph 2(b) in which Executive is currently engaged is set forth on Schedule A attached hereto and Executive’s continued participation in such entities shall not be considered a violation of this paragraph 2(b). Further, nothing in this Agreement shall limit Executive’s ability to: (i) serve as a member of any board of directors for any non-profit organization, so long as such membership does not interfere materially or conflict with Executive’s obligations to the BankCompany; (ii) manage passive, including the implementation of strategic goals and objectives, subject to supervision and oversight non-competitive personal investments; or (iii) engage in activities as otherwise agreed by the Board or a committee of such Board authorized to act on such Board’s behalf. in writing. (c) For purposes of this Agreement, all references “Subsidiary” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to either the Company Board or the Bank Board shall be deemed to include references to all such committees. The Executive shall be responsible overall for the conduct elect a majority of the business board of directors or other governing body are, now or hereafter, owned directly or indirectly by the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationCompany.

Position and Duties. At all times during (a) During the Employment Term, the Executive Employee shall (i) serve as President Director of R & D of the Company. In addition, the Employee shall have such other duties, functions, responsibilities, and Chief Executive Officer authority as are from time to time delegated to the Employee by the Officers of the Company and the Bank andprovided that such duties, in such capacityfunctions, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him by the Board from time to timeresponsibilities, and (ii) diligently authority are reasonable and conscientiously devote substantially all customary for a person serving in the aforesaid position or office of his business time, energy, and ability to his duties and the business of the Company and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Board, and (iii) comply with all directions from the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the Bank. Executive shall report directly enterprise comparable to the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (not to be unreasonably withheld), act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Board, and Company. (b) purchase or own less than two percent (2%) of During the publicly traded securities of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity; and provided further thatEmployment Term, the activities described in clauses (a) and (b)Employee shall devote his full time, in each case and in the aggregate, do not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder. The Executive has disclosed all such business, civicskill, and charitable organizations for which he serves as of attention and his best efforts to the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations, business and affairs of the Company to the extent necessary to discharge fully, faithfully and efficiently the Bankduties and responsibilities delegated and assigned to the Employee herein or pursuant hereto, including the implementation except for usual, ordinary, and customary periods of strategic goals vacation and objectives, subject absence due to supervision and oversight by the Board illness or a committee of such Board authorized to act on such Board’s behalfother disability. For purposes of In this Agreement, all references to either "full time" does not necessarily require that the Employee spend a specific number of hours per working day or a specific number of days per week at the Company's offices or otherwise in performing his duties and responsibilities hereunder, but the Employee need only perform his duties and responsibilities as such times as are necessary. In addition, nothing in this Agreement prohibits the Employee's (i) serving as a director of other entities that are not competitive with the Company, or (ii) involvement in community or charitable activities. (c) Employee's employment by the Company Board under this Agreement, may require reasonable travel in the performance of the Employee's duties in the business of the Company. (d) All services that the Employee may render to the Company or any of its subsidiaries or affiliates in any capacity during the Bank Board Employment Term shall be deemed to include references to all such committees. The Executive shall be responsible overall services required by this Agreement and consideration for the conduct of the business of the Company and the Bank. During the Term, the Executive shall serve as a member of the Company Board and the Bank Board and shall not receive any additional compensation provided for services as a member of such boards. Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensationherein.