Common use of Position and Responsibilities Clause in Contracts

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. (a) During the Employment Termperiod of his employment hereunder, the Executive shall agrees to serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shallOfficer, to the extent appointed or elected, serve on the Board as a director and as a member of any committee the Board of Directors (the “Board”), of the BoardBank. During said period, in each caseExecutive also agrees to serve, without additional compensation. The Executive shall, to the extent appointed or if elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) and director of any such subsidiaries subsidiary or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws affiliate of the Company Bank. Failure to reelect Executive as the President and the organizational structure Chief Executive Officer of the Company. The Bank without the consent of Executive during the term of this Agreement shall constitute a breach of this Agreement. (b) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all of her his business time, attention attention, skill, and energies efforts to the faithful performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her as President and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Bank, including overseeing and directing the day-to-day operations and management of the Bank; making recommendations to the Board (regarding asset/liability management, long-range planning and compensation of officers; promoting the "O&C Committee")business of the Bank; and such other duties as the Board may from time to time reasonably direct. Provided, which consent will not be unreasonably withheldhowever, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance approval of her duties hereunder the Board, as evidenced by a resolution of the Board, Executive may serve, or create a potential business conflict or the appearance thereof. The Company has consented continue to the Executive's services serve, on the boards of directorsdirectors of, if anyand hold other offices or positions with business or not-for-profit organizations, on which which, in the Executive currently servesBoard’s judgment, which boards do not compete with the Executive has disclosed in writing Bank or will not present any conflict of interest with the Bank, or materially affect the performance of Executive’s duties pursuant to the O&C Committee. The Executive may retain any compensation or benefits received this Agreement (for purposes of this Section 1(b), Board approval shall be deemed provided as a result of consented to service with any such business or other organizations that Executive was serving as a director of entities not related to the Companydate of this Agreement).

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Human Resources Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Financial Officer of the Company or in such higher capacity as agreed by the Company and the Executive, and shall be a member of the Management Committee and the Executive Leadership Team or any successor body thereto ("ELT"). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a 2 capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company. The Executive may perform his duties hereunder, when practical, at his office in Illinois or at such other location where Executive may reside in the future, provided the performance of his duties at a location other than the Company's headquarters does not materially interfere with Executive's performance of duties hereunder, as determined in good faith by the Chief Executive Officer.

Position and Responsibilities. During the Employment TermTerm of Employment, Executive shall have the position and responsibilities described below. Executive shall be employed as the Company’s Chief Executive Officer, with the general executive powers and authority that accompany that position. Executive shall report directly to the Board and shall have the duties and responsibilities that are typically performed by the chief executive officer of a public company, as well as any other duties consistent with his position that are assigned to Executive by the Board. Unless and until the Board elects a President of the Company, Executive shall also have the powers, duties and responsibilities that the Company’s Bylaws confer on the President of the Company. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, his principal place of employment shall be the Company’s corporate offices wherever located. (a) Executive shall devote all of his full business time and his best efforts, skill, and attention to the Company’s business and affairs and to promoting the Company’s best interests. (b) Executive shall serve as the Executive Vice President - Government and International a non-chairman member of the Company or in such higher capacity Board for as agreed by long as Executive continues to be nominated and elected. (c) Notwithstanding the Company and foregoing, nothing herein shall preclude Executive from (i) serving on the Executive. The Executive shall report exclusively boards of directors of other corporations and/or charitable organizations (subject to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee approval of the Board, such approval not to be unreasonably withheld), (ii) engaging in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates charitable activities and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization iii) managing his personal investments and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiesaffairs, provided that these any such activities listed in (i) and (ii) above do not materially interfere in more than a de minimis manner with the proper performance of her his duties and responsibilities hereunder or create a potential business conflict or and comply with the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed limitations set forth in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyparagraph 5.a.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International General Counsel of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall also serve as a member of the Management Committee (or any equivalent committee or group as may replace the Management Committee from time to time). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, cases without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Except as provided in the next succeeding sentence, the Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiescompanies or as a partner in the law firm of Xxxxxxxx & Xxxxxxxx LLP, provided in each case that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented In particular, Executive (a) may continue to the Executive's services serve as a part-time partner at Xxxxxxxx & Xxxxxxxx LLP, and (b) may serve on the boards board of directorsdirectors of each of (i) The Xxxxxx X. Xxxx Foundation, if any(ii) the Air Force Academy Falcon Foundation, on which the Executive currently serves(iii) IGI, which boards the Executive has disclosed Inc. and (iv) ePlus, Inc., in writing to the O&C Committee. The Executive may retain each case retaining any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyemoluments therefrom.

Position and Responsibilities. During the Employment Term, the (a) Executive shall serve be employed as the an Executive Vice President - Government and International of the Company or in such higher capacity and of the Bank effective as agreed by of the Company and date hereof for the ExecutivePeriod of Employment as defined hereafter. The Executive shall report exclusively to the Chairman of the Board and Chief Executive Officer and the Board of Directors of the Company (the "BoardCEO"). The Executive shall, Executive's duties and responsibilities shall consist of such duties and responsibilities as may from time to time be assigned to the extent appointed or electedExecutive by the CEO, serve on the Board as a director which duties and as a member of any committee responsibilities shall be duties customary for an Executive Vice President of the BoardCompany or Bank and will initially involve directing and expanding the lending lines of business that Westco and the Westco Subsidiary have developed in the Lincoln Park and Lakeview areas of Chicago, representing the Company in each caseidentifying merger and acquisition candidates, without additional compensation. The Executive shallmaintaining the retail banking customer relationships in the Westco and Westco Subsidiary offices, to representing the extent appointed or elected, serve as a director or as a member of any committee of Bank in trade association activities and participating in the board (or the equivalent bodies in a nondecision-corporate subsidiary or affiliate) of any making process and meetings of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the CompanyBank's senior management. The Executive shall devote substantially all of her his business time, attention attention, skill and energies efforts to the faithful performance of her his duties hereunderhereunder including activities and services related to the organization, provided operation and management of the foregoing will not prevent Company and the Bank. (b) At the first regularly scheduled meeting of their respective Board of Directors after the Effective Date, the Company and Bank shall cause Executive to be elected to the Board of Directors of the Company and the Bank for a term expiring at the Company's 1999 Annual Meeting of Stockholders and to nominate the Executive from participating in charitable, community or industry affairs, from managing her and her familyfor election at that meeting for a term expiring at the Company's personal passive investments, and (with the consent 2002 Annual Meeting of Stockholders. Executive acknowledges that for so long as he is an employee of the Chief Executive Officer Company or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee")Bank, which consent he will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented entitled to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to in connection with his service as a director of entities not related director, other than the annual retainer then paid to employee-directors. In the Companyevent he becomes a non-employee director, Executive will be entitled to such compensation, including stock option awards, as may then be paid to non-employee directors.

Position and Responsibilities. The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon the terms and conditions provided in this Agreement. The Executive shall serve as Chief Executive Officer of the Company from the Effective Date through December 31, 2007, or such earlier date on which the Executive ceases to be employed for any reason or the Company terminates his employment for any reason (the “Period of Employment”). During the Employment TermPeriod of Employment, the Executive shall also serve as the Executive Vice President - Government and International Chairman of the Company or in such higher capacity Board of Directors and following the Period of Employment shall thereafter serve as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and non-executive Chairman of the Board of Directors of the Company (the "“Board"”). The Executive shall; provided, to that (x) the extent appointed or elected, serve on the Board as a director and Executive’s continued service as a member of the Board shall at all times remain subject to any committee of the Board, and all nomination and election procedures in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position accordance with the Company’s by-laws and (y) following the Period of any such subsidiaries or affiliatesEmployment, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have dutiesno obligation to continue to serve as non-executive Chairman. During the Period of Employment, authorities the Company shall nominate the Executive for re-election to the Board. During the Period of Employment, the Executive shall report to, and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies be subject to the By-laws of direction of, the Company and the organizational structure of the CompanyBoard. The Executive parties hereby agree and acknowledge that it shall devote substantially all not be a violation of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent this Section II for the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of to continue to serve as the Chief Executive Officer or the Organization and Compensation Committee (or its successor) Chairman of the Board of Directors of Cendant, but in no event beyond December 31, 2006. During the Period of Employment, the Company shall provide the Executive with a primary office (staffed and furnished in a manner comparable to that provided to other senior executives of the Company) from which he shall execute his responsibilities in New York, New York (the "O&C Committee"“Business Office”), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere except for normal and reasonable business travel in connection with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyhereunder.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-non- corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During (a) Effective July 1, 2009, Executive shall be employed as the Employment TermCompany’s Vice President, Finance, with the general powers, authority and responsibilities that accompany those positions. Such position and responsibilities will continue unless a change is to them is agreed to by the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Company. (b) As Vice President, Finance, Executive shall report exclusively directly to the Chief Executive Officer CEO and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities the duties and responsibilities generally commensurate that are typically performed by a Vice President, Finance, as well as any other lawful executive duties and executive offices assigned to Executive by the CEO consistent with Executive’s position, the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws size of the Company and the organizational structure of qualified personnel employed by the Company. The Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time as are applicable to him. Executive shall devote substantially all of her his full business time, attention time and energies best efforts to the performance of her duties hereunderCompany’s business and affairs. Notwithstanding the foregoing, provided the foregoing will not prevent the nothing herein shall preclude Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayedi) serving on the board of directors one or more universities or charitable organizations (subject to the approval of other companiesthe CEO, such approval not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, (iii) managing his personal investments and affairs, and (iv) maintaining a network of business contacts, provided that these any such activities listed in (i), (ii), (iii) and (iv) above do not materially interfere in more than a de minimis manner with the proper performance of her his duties and responsibilities hereunder and comply with the limitations set forth in the Company’s Non-Competition, Non-Solicitation and Confidentiality agreement to be signed by Executive along with this Employment Agreement. (c) Executive’s principal place of employment shall be the Company’s corporate headquarters, currently located in Tarrytown, New York, but Executive shall be required to engage in reasonable and customary business travel on behalf of the Company including visiting existing facilities owned or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to operated by the Company. (d) Executive’s primary residence shall be in Gurnee, Illinois.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Innovation Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government (a) The Company hereby employs Employee and International of the Company or in such higher capacity as agreed Employee hereby accepts employment by the Company as the Company's President and Chief Operating Officer. Employee shall have all the Executive. The Executive duties and responsibilities normally attendant to the position of President and Chief Operating Officer or such other executive duties as may from time to time reasonably be assigned to Employee and shall report exclusively directly to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates . (b) Throughout the term of this Agreement, Employee shall devote his entire working time, energy, attention, skill and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid best efforts to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws affairs of the Company and to the organizational structure performance of his duties hereunder in a manner which will faithfully and diligently further the business and interests of the Company. The Executive Employee may not, directly or indirectly, do any work for or on behalf of a competitor or any other for profit company or non-profit organization while employed by the Company, without the Company's written consent. However, nothing herein contained shall devote substantially all be deemed to prevent or limit the right of her business timeEmployee to invest any of his personal funds in less than one percent of the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, attention and energies or to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating invest up to $500,000 in charitable, community a private company. Any greater investment in either a public or industry affairs, from managing her and her family's personal passive investments, and (private company may only be made with the consent Company's written consent. Notwithstanding the forgoing, Employee may continue to serve on the Boards of Directors of Weathervane Retail Corporation and South Moon Under provided that such activities do not significantly interfere with Employee's duties under this Agreement. Approval of other board memberships and participation in lectures and teaching activities will be at the discretion of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee")Officer, which consent however, such approval will not be unreasonably withheld, conditioned . (c) Employee shall not obtain goods or delayed) serving services or otherwise deal on behalf of the board Company with any business or entity in which Employee or a member of directors his family has a financial interest or from which Employee or a member of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create his immediate family may derive a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received financial benefit as a result of consented such transaction, except that this prohibition shall not apply to service as any public company in which Employee or a director member of entities not related to his family owns less than one percent of the Companyoutstanding stock.

Position and Responsibilities. During the Employment TermPeriod, the Executive shall serve as the Executive Vice President - Government and International Co-Chairman of the Company or in and shall have such higher capacity as agreed by the Company duties and responsibilities consistent with the Executive. The Executive shall report exclusively to the Chief Executive Officer 's title and position as the Board of Directors of the Company (the "Board"). The Executive shall) specifies from time to time, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each caseincluding, without additional compensation. The Executive shalllimitation, to the extent appointed or elected, serve as a director or as a member of any committee of the board primary responsibility (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of consultation with the Company's subsidiaries or affiliates CEO and as an officer or employee the Company's other Co-Chairman) for (i) the operations of Synova, Inc. ("Synova"), Bridge Strategies Group LLC ("Bridge") and New Business Opportunities and (ii) corporate transformation issues relating to the Company's Asia operations; provided, however, that the Company shall engage in a capacity commensurate with her position any New Business Opportunity only after the Executive has consulted with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the Byother Co-laws Chairman of the Company and in accordance with the organizational structure guidelines established by the Board from time to time. Additionally, the Executive shall continue to serve as the Company's CEO until the earlier of (i) such time as the Company hires a new CEO and (ii) December 31, 2000, at which point the Executive shall resign as CEO of the Company, but remain a Co-Chairman of the Company. The Executive acknowledges and agrees that (i) Ned X. Xxxxxxxxxx xx a replacement professional employee of Clayxxx, Xxblier & Rice, Inc. (who shall devote substantially all of her business timebe selected by Clayxxx, attention Xxblier & Rice, Inc. and energies shall be reasonably satisfactory to the performance Company) shall serve as the other Co-Chairman of her duties hereunderthe Company, provided (ii) in his capacity as Co-Chairman, Mr. Xxxxxxxxxx (xx his replacement) shall have primary responsibility (to the foregoing will not prevent extent practicable, in consultation with the Company's CEO and the other Co-Chairman with respect to material issues prior to the presentation of such issues to the Board) for (A) recruiting and selecting a new CEO for the Company (subject to the approval of the Executive from participating in charitableCommittee of the Board), community or industry affairs(B) the Company's operations other than Synova, from managing her Bridge and her family's personal passive investmentsNew Business Opportunities, and (with C) the consent integration of the Chief Executive Officer or the Organization Company's Asia operations with its U.S. and Compensation Committee European operations, and (or its successoriii) Mr. Xxxxxxxxxx (xx his replacement) shall serve as Chairman of the Board Company's Executive Committee. The Executive shall devote all of his skill, knowledge and working time to the conscientious performance of the duties and responsibilities of his positions hereunder, except for (i) vacation time and absence for sickness or similar disability or pursuant to the "O&C Committee"), which consent will Company's policies and (ii) to the extent that it does not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.of

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Innovation Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "“Board"”). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's ’s subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's ’s personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "“O&C Committee"”), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment TermTerm of Employment, Executive shall have the position and responsibilities described below. Executive shall be employed as the Company’s Chief Executive Officer, with the general executive powers and authority that accompany that position. Executive shall report directly to the Board and shall have the duties and responsibilities that are typically performed by the chief executive officer of a public company, as well as any other duties consistent with his position that are assigned to Executive by the Board. Unless and until the Board elects a President of the Company, Executive shall also have the powers, duties and responsibilities that the Company’s Bylaws confer on the President of the Company. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, his principal place of employment shall be the Company’s corporate offices wherever located. (a) Executive shall devote all of his full business time and his best efforts, skill, and attention to the Company’s business and affairs and to promoting the Company’s best interests. (b) Executive shall serve as the Executive Vice President - Government and International a non-chairman member of the Company or in such higher capacity Board for as agreed by the Company long as Executive continues to be nominated and the Executive. The elected; however, Executive shall report exclusively offer his resignation from the Board upon the termination of Executive’s employment with the Company. (c) Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving on the boards of directors of other corporations and/or charitable organizations (subject to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee approval of the Board, such approval not to be unreasonably withheld), (ii) engaging in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates charitable activities and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization iii) managing his personal investments and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiesaffairs, provided that these any such activities listed in (i) and (ii) above do not materially interfere in more than a de minimis manner with the proper performance of her his duties and responsibilities hereunder or create a potential business conflict or and comply with the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed limitations set forth in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyparagraph 5.a.

Position and Responsibilities. During As of the Employment TermEffective Date, you will commence service as a full-time employee of the Executive shall serve Company as the Company’s Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the ExecutiveChief Financial Officer (“CFO”). The Executive shall As CFO, you will report exclusively directly to the Company’s Chief Executive Officer and the Board of Directors of the Company (the "Board"“CEO”). The Executive shallYou will have the duties, to responsibilities and authority that are customarily associated with such position and such other senior management duties as may reasonably be assigned by the extent appointed or elected, serve on the Board as a director and as a member of any committee of the BoardCEO, in each case, without additional compensation. The Executive shall, in accordance with Company policy as set forth from time to time by the Company’s Board of Directors (the “Board”) and subject to the extent appointed or elected, serve as a director or as a member of any committee of terms hereof. At the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any request of the Company's subsidiaries or affiliates and , you will also serve as an officer or employee (in a capacity commensurate with her position with the Company) and/or member of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiesany Company affiliate and or institution, provided without additional compensation. You will devote substantially all of your business time and commit your best efforts to the Company’s business. Your office will be located at the Company’s headquarters at 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx and your duties will be primarily performed there subject to requisite business travel. Nothing herein will preclude you from (i) serving, with the prior written consent of the Company, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that these the activities do set out in clauses (i), (ii) and (iii) will be limited by you so as not to materially interfere interfere, individually or in the aggregate, with the performance of her your duties hereunder or create a potential business conflict or the appearance thereofand responsibilities hereunder. The Company has consented hereby acknowledges your ownership of any entities identified in Exhibit A and consents to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing such ownership for so long as such entities continue to the O&C Committee. The Executive may retain any compensation or benefits received as be a result of consented to service as a director of entities not related to non-competing business with the Company.

Position and Responsibilities. During Subject to the Employment TermAgreement’s terms, the Executive shall agrees to continue to serve as the Executive Vice President - Government TCB’s President, Chief Operating Officer and International of the Company or in such higher capacity Chief Lending Officer and to serve as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of TCB and Chief Operating Officer of TCBI for all periods during the Employment Term on and after June 11, 2013, and to serve as President and Chief Executive Officer of TCBI for all periods during the Employment Term on and after January 1, 2014, and to perform satisfactorily the following duties: (i) hire employees, subject to the Company’s approval, as necessary to facilitate Company operations, including the development of a positive work environment to maximize employee performance; (ii) set levels of customer service expectations for Company personnel and ensure that customers receive quality service; (iii) promote the Company’s best interests; and (iv) perform any other duties that the Board of Directors of may assign Executive from time to time. During the Employment Period, Executive will devote his undivided loyalty to the Company and devote all of his skill, knowledge and working time (the "Board"). The Executive shallexcept for (x) reasonable vacation time and absence for sickness or similar disability, and (y) to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will that it does not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her Executive’s duties hereunder under this Agreement, (A) such reasonable time as may be devoted to service on boards of directors and the fulfillment of civic responsibilities, charitable or create religious activities, and (B) such reasonable time as may be necessary from time to time for personal financial matters) to the conscientious performance of his duties and responsibilities under the Agreement. Executive shall report directly to the Board, and members of the Company’s senior management team, including, without limitation, members holding the title of Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, Chief Credit Officer, or Chief Risk Officer, shall report directly to Executive, provided that the Board may modify the reporting structure of a potential business conflict or member of the appearance thereofCompany’s senior management team if, when considering industry-wide best practices, the Board determines, in good faith , that it is appropriate for said member to report directly to the Board, provided further that such change in reporting structure shall not constitute “Good Reason” as defined in Section 7(d)(i) below. The Company has consented to location at which Executive performs his duties will not be relocated more than fifty (50) miles from the Company’s offices where Executive performs the majority of Executive's services ’s work on the boards date of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement without Executive’s written consent.

Position and Responsibilities. During As of the Employment TermEffective Date, the Executive shall serve you will continue serving as the Executive Vice President - Government and International a full-time employee of the Company or in as the Company’s President of LifeVantage Network (“PNET”). As PNET, you shall report directly to the Company’s Chief Executive Officer (the “CEO”). You shall have the duties, responsibilities and authority that are customarily associated with such higher capacity position and such other senior management duties as agreed by may reasonably be assigned. You will devote your full time, efforts, abilities, and energies to promote the general welfare and interests of the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors any related enterprises of the Company (Company. You will loyally, conscientiously, and professionally do and perform all duties and responsibilities of this position, as well as any other duties and responsibilities as will be reasonably assigned by the "Board")Company. The Executive shallAt the request of the Company, to the extent appointed or elected, you will also serve on the Board as a director and as a an officer and/or member of the board of directors of any committee of the Board, in each caseCompany affiliate, without additional compensation. The Executive shallYour primary workplace will be located at the Company’s California office, located at 00000X. Xxxxxxxx Xxxxx, Suite 301, San Diego, CA 92127 subject to requisite business travel. Nothing herein shall preclude you from (i) serving, with the extent appointed or electedprior written consent of the Board in its sole and absolute discretion, serve as a director or as a member of any committee of the board of directors or advisory boards (or their equivalents in the equivalent bodies in case of a non-corporate subsidiary or affiliateentity) of any of the Company's subsidiaries or affiliates non-competing businesses and as an officer or employee charitable organizations, (ii) engaging in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits charitable activities and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with iii) managing your personal investments and affairs; provided, however, that the consent of the Chief Executive Officer or the Organization and Compensation Committee activities set out in clauses (or its successor) of the Board (the "O&C Committee"i), which consent will (ii) and (iii) shall be limited by you so as not be unreasonably withheldto materially interfere, conditioned individually or delayed) serving on in the board of directors of other companiesaggregate, provided that these activities do not materially interfere with the performance of her your duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyand responsibilities hereunder.

Position and Responsibilities. During You will serve in the Employment Term, the Executive shall serve as the Executive Vice position of Co-President - Government and International of the Company or in such higher capacity as agreed by the Company and the ExecutiveUAM. The Executive shall You will report exclusively directly to the Chief Executive Officer of UAM (the “CEO”), currently Xxxxxxx Xxxxxxx, and will assume and discharge such responsibilities as are commensurate with such position as the Board CEO may direct. During your employment with the Employer, except with respect to any periods of Directors vacation or other authorized leave, you shall devote your full business time and attention to your duties and responsibilities and shall perform them faithfully, diligently and completely. Notwithstanding the foregoing, during your employment with the Employer, it shall not be a violation of this Agreement for you to engage in any of the Company following activities: (i) service on boards, committees or similar bodies of (A) charitable, civic or other nonprofit organizations, and/or (B) with the prior written consent of the Employer, for-profit entities that do not compete with the activities of the Employer or its affiliates, (ii) teaching, speaking and writing engagements, (iii) without limiting the terms of Appendix A hereto, investment in securities of any person engaged in the business of the Employer or its affiliates (the "Board"). The Executive shall, to the extent appointed “Company Group”) which are publicly traded on a national or elected, serve regional stock exchange or on the Board as over-the-counter market if you (A) are not taking an operating role, (B) are not a director and as controlling person of, or a member of a group which controls, such person and (C) do not, directly or indirectly, own 3% or more of any committee class of securities of such person, and/or (iv) affiliation with, and participation in the Boardbusiness activities of, your family real estate business at Winfield Management, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve so long as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not not, individually or in the aggregate, materially interfere or conflict with the performance of her your duties hereunder or create a potential business conflict or and responsibilities under this Agreement (together, the appearance thereof“Permitted Activities”). The Company has consented You shall comply with and be bound by the operating policies, procedures, and practices of the Employer including, without limitation, UAM’s Code of Conduct and Business Ethics, in each case, (x) that are in effect during your employment and apply to you and (y) to the Executive's services on extent provided, made available or communicated to you in advance of such required compliance. In addition, you agree to be bound by the boards terms of directors, if any, on which the Executive currently servesa restrictive covenant agreement, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received is attached as a result of consented to service as a director of entities not related to the Company.Appendix A.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government (a) The Company hereby employs Employee and International of the Company or in such higher capacity as agreed Employee hereby accepts employment by the Company as the Company's Vice Chairman and Chief Merchandising Officer. Employee shall have all the Executive. The Executive duties and responsibilities normally attendant to the position of Chief Merchandising Officer of a retail department store business and shall report exclusively directly to the Chief Executive Officer and the Board of Directors of the Company or the person performing the duties of the Chief Executive Officer. (b) Throughout the "Board"). The Executive shallterm of this Agreement, Employee shall devote his entire working time, energy, attention, skill and best efforts to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws affairs of the Company and to the organizational structure performance of his duties hereunder in a manner which will faithfully and diligently further the business and interests of the Company. The Executive Employee may not, directly or indirectly, do any work for or on behalf of a competitor or any other company while employed by the Company. However, nothing herein contained shall devote substantially all be deemed to prevent or limit the right of her business timeEmployee to invest any of his personal funds in less than one percent of the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, attention and energies to the performance of her duties hereunder, provided the foregoing nor shall this clause be construed as preventing Employee from investing his assets in such other form or manner as will not prevent require any services on the Executive from participating part of the Employee in charitable, community the operation or industry affairs, from managing her the affairs of entities in which such investments are made. Approval of board memberships and her family's personal passive investments, participation in lectures and (with teaching activities will be at the consent discretion of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee")Officer, which consent however, such approval will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these such activities do not materially significantly interfere with Employee's duties under this Agreement. (c) Employee shall not obtain goods or services or otherwise deal on behalf of the performance Company with any business or entity in which Employee or a member of her duties hereunder his family has a financial interest or create from which Employee or a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards member of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive his immediate family may retain any compensation or benefits received derive a financial benefit as a result of consented such transaction, except that this prohibition shall not apply to service as any public company in which Employee or a director member of entities not related to his immediate family owns less than one percent of the Companyoutstanding stock.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government (a) The Company hereby employs Employee and International of the Company or in such higher capacity as agreed Employee hereby accepts employment by the Company as the Company's Vice Chairman and Chief Merchandising Officer. Employee shall have all the Executive. The Executive duties and responsibilities normally attendant to the position of Vice Chairman and Chief Merchandising Officer and shall report exclusively directly to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive Company will also as soon as practicable following the Effective Date nominate Employee to serve on the Board of Directors ("Board") for as long as he remains employed by the Company. (b) Throughout the term of this Agreement, Employee shall devote substantially all of her business his entire working time, attention energy, attention, skill and energies best efforts to the affairs of the Company and to the performance of her his duties hereunderhereunder in a manner which will faithfully and diligently further the business and interests of the Company. Employee may not, provided directly or indirectly, do any work for or on behalf of a competitor or any other company while employed by the foregoing Company. However, nothing herein contained shall be deemed to prevent or limit the right of Employee to invest any of his personal funds in less than one percent of the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall this clause be construed as preventing Employee from investing his assets in such other form or manner as will not prevent require any services on the Executive from participating part of the Employee in charitablethe operation or the affairs of entities in which such investments are made. Notwithstanding the forgoing, community or industry affairs, from managing her Employee may continue to serve on the Boards of Directors of Weather Vane Retail Corporation and her familySouth Moon Under provided that such activities do not significantly interfere with Employee's personal passive investments, duties under this Agreement. Approval of other board memberships and (with participation in lectures and teaching activities will be at the consent discretion of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee")Officer, which consent however, such approval will not be unreasonably withheld, conditioned . (c) Employee shall not obtain goods or delayed) serving services or otherwise deal on behalf of the board Company with any business or entity in which Employee or a member of directors his family has a financial interest or from which Employee or a member of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create his immediate family may derive a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received financial benefit as a result of consented such transaction, except that this prohibition shall not apply to service as any public company in which Employee or a director member of entities not related to his family owns less than one percent of the Companyoutstanding stock.

Position and Responsibilities. During Executive shall serve the Employment TermCompany in the capacity of Executive Vice-President, Finance, and shall report directly to the Chief Executive Officer or such other individual or individuals as the Chief Executive Officer may determine from time to time. Executive shall fully and faithfully perform such duties and exercise such powers as are incidental to such position in connection with the business of the Company, including, but not limited to: · oversight of accounting, treasury, tax, insurance, internal controls, audit, compliance, human resource management, regulatory reporting, and payroll functions, together with other general and administrative responsibilities; · support of the Company’s Chairman and Chief Executive Officer, as well as the executive management team on the development, execution and monitoring of the Company’s overall strategy; · communication and administration of matters relating to the operation of the Company’s Board of Directors, including the Audit Committee and the Compensation Committee; and · interface with investors and research analysts on a regular basis. The Executive shall be an officer of the Company and shall be a member of its core management group with expected contribution to the overall direction of the Company. Executive shall fully and faithfully perform such duties and fulfill such obligations, as are commensurate with his position and his appointment as Executive. Executive shall devote his full attention by using his best efforts to apply his skills and experience to perform his duties hereunder and promote the interests of the business and projects of the Company. On or before July 1, 2012, Executive shall assume the title Executive Vice-President, Chief Financial Officer and Company Secretary. The exact date of such assumption shall be determined by the Chief Executive Officer in consultation with the Executive. Thereupon, Executive shall serve as the Company’s principal financial officer and assume all duties and responsibilities commensurate therewith. The Executive Vice President - Government acknowledges that he may be required to work beyond the normal work week for the proper performance of his duties, and International that he shall not receive further remuneration in respect of such additional hours under applicable law. For the avoidance of doubt, Executive acknowledges and agrees that the nature of his position is such that his working time cannot be measured and that, therefore, this contract falls within the scope of Regulation 20 of the Company or in such higher capacity as agreed by the Company and the ExecutiveUK Working Time Regulations. The Executive shall report exclusively to be normally based at the Chief Executive Officer and the Board of Directors offices of the Company (in Europe, but may maintain a home office at his residence in England. The Company will cover all of the "Board")Executive’s reasonable travel and communication costs to the Company’s offices outside of England as set forth herein. The Executive shall, understands and agrees that he will be required to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related travel extensively to the Company’s various locations and otherwise as may be required for the proper performance of his duties under this Agreement.

Position and Responsibilities. During the Employment Term, the Executive shall serve the Company in the capacity of Co-Chairman and Board Member and shall fully and faithfully perform such duties and exercise such powers as are incidental to such position including those duties set out in the following paragraphs in connection with the business of the Company, its affiliates and joint ventures and such other compatible duties and powers as may from time to time be assigned to the Executive Vice President - Government and International by the board of directors of the Company or (the “Board of Directors”). As Executive to have responsibility for the supervision, and direction of the Company with the obligation, duty, authority, and power to do all acts and things as are customarily done by persons holding the position of Executive in such higher capacity as agreed by companies/corporations of similar size to the Company and to do all acts and things as are reasonably necessary for the Executiveefficient and proper operation and development of the Company. The In particular Executive shall report exclusively supervise legal matters and Corporate Governance. Such responsibilities shall include, but shall not be limited to, (i) reporting to the Chief Executive Officer and the Board of Directors of Big Sky, (ii) working closely with the Company President and CEO, the Executive Chairman, the CFO and COO and senior officers to represent the Company’s interests in its existing joint ventures and to increase the Company’s global oil and gas portfolio, (iv) supported by the "Board")senior officers, increasing Company's stakes in its existing joint ventures and acquiring development/production assets that would increase Company’s reserves base in the short to medium term. The Executive shallshall fully and faithfully perform such duties and fulfill such obligations, as are commensurate with his appointment as Executive. Executive shall devote full attention using his best efforts to apply his skill and experience to perform his duties hereunder and promote the extent appointed or elected, serve on the Board as a director and as a member of any committee interests of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any business and projects of the Company's subsidiaries or affiliates . Executive places on record that he does not have other oil and as an officer or employee (gas interests and does not hold positions in a capacity commensurate with her position with other public and private oil and gas companies. However should the Company) of any such subsidiaries or affiliatesExecutive have other oil and gas interests in the future, in all cases, without additional compensation or benefits and any compensation paid then full disclosure will be made to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall further acknowledges that these other interests will not interfere with the Executive’s ability to carry out his responsibilities hereunder and will not contravene the requirements of this Agreement. The Executive does have and may have other business interests which do not interfere with his ability to carry out his responsibilities. The Executive acknowledges that he may be required to work beyond the normal work week for the proper performance of his duties, authorities and responsibilities generally commensurate with that he shall not receive further remuneration in respect of such additional hours. The parties each agree that the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws nature of the Company and Executive’s position is such that his working time cannot be measured and, accordingly, that the organizational structure appointment falls within the scope of regulation 20 of the CompanyWorking Time Regulations 1998. The Executive shall devote substantially all of her business time, attention and energies to perform his duties at the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent liaison office of the Chief Executive Officer Company in Istanbul, Turkey or such other location as the Organization Company may reasonably require for the proper performance and Compensation Committee (or its successor) exercise of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis duties. The Executive may retain any compensation or benefits received as a result of consented agrees to service as a director of entities not related to travel on the Company’s business both within Kazakhstan or anywhere else in the world as may be required for the proper performance of his duties under this Agreement.

Position and Responsibilities. During the Employment TermService Period, the Executive shall serve as the Executive Vice President - Government and International Vice-Chairman of the Company or in Company, performing such higher capacity duties (consistent with his title and position) as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and Chairman of the Board of Directors of the Company (the "BoardChairman")) may request, which shall include but not be limited to liaison with customers and joint venture partners, development of growth initiatives and strategic alliances, and advising the Chairman on similar matters. The Executive shall, shall devote all of his skill and knowledge and shall make available to the extent appointed Company no less than one-half of his working time (except for vacation time as set forth in Section 6(b) and absence for sickness or electedsimilar disability) over the Service Period to his duties as Vice-Chairman (recognizing that for particular periods of time Executive may devote more or less than the specified portion of his time to such duties), or such lesser portion of his time as the Chairman may designate, and shall make himself reasonably available to perform services under this Agreement in locations outside the Atlanta, Georgia area, but it shall be expressly understood that Executive may also pursue other interests (including searching for new full-time employment), and that he may serve on the Board as a director and as a member of any committee the boards of directors of other corporations and entities, subject to the provisions of Section 9. The Company and Executive hereby agree that the position of Vice-Chairman shall not constitute a position as an "officer" of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed Company or elected, serve as a director or as a member of any committee "member" of the "board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any directors" of the Company's subsidiaries or affiliates and Company within the meaning of such terms under the Delaware General Corporation Law, that Executive shall not be treated as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws director of the Company under, and shall not be assigned any functions or responsibilities in, the organizational structure by-laws or certificate of incorporation of the Company. The , that Executive shall devote substantially all of her business timenot have any power or authority as Vice-Chairman not expressly delegated to him by the Chairman, attention and energies to the performance of her duties hereunder, provided that without limiting the foregoing will Executive shall not prevent have any power or authority to sign certificates representing shares of stock in the Executive from participating Company or to serve as the Chairman in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent absence of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the CompanyChairman.

Position and Responsibilities. (a) During the Employment Term, the Executive shall you will serve as the President and Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively reporting directly to the Chief Executive Officer and the Board of Directors of the Company (the "“Board"”). The Executive shall, Company will use reasonable efforts to cause you to be elected or appointed to the extent appointed Board by no later than the 2011 annual meeting of the Company’s stockholders. In consideration of the amounts payable to you hereunder, you agree that, if requested by the Board, you will also serve as an officer or electeddirector of any other member of the Company Group, serve on as long as such position is commensurate with your position as the Board Company’s Chief Executive Officer. (b) During the Term, you will (i) devote your full business time and attention to your duties and responsibilities to the Company; (ii) perform your duties faithfully and diligently in accordance with the bylaws of the Company and the terms of this Agreement; (iii) operate within the established guidelines, plans or policies approved by the Board; and (iv) comply with and be bound by the policies and procedures of the Company applicable to you, including the Company’s codes of ethics and business conduct. Your principal place of employment will be the Company’s headquarters in Greeley, Colorado, but you acknowledge and agree that you will be required to travel from time to time in connection with the performance of your duties. As promptly as practicable following the Effective Date, (but in no event later than December 31, 2011), you will establish a director and as residence in the vicinity of the Company’s headquarters in Greeley, Colorado. (c) During the Term, you will refrain from performing services for remuneration for any entity other than a member of any committee of the BoardCompany Group, in each case, without additional compensation. The Executive shall, except that this limitation will not prohibit you from devoting reasonable time to the extent appointed or elected, serve as a director or as a member of any a committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) any organization involving no conflict of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position interest with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws interest of the Company and the organizational structure of the Company. The Executive Group; provided, however, that such service shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her your duties hereunder under this Agreement or create violate Section 5. At least once a potential business year, you will provide the Board with a list of all outside directorships, and you agree to resign any such directorship if requested to do so by the Board. During the Term, you may also spend time on charitable and civic activities and in the management of your personal and financial matters, as long as such activities do not involve a conflict of interest with the Company Group or interfere with the appearance thereof. The Company has consented to the Executive's services on the boards performance of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyyour duties under this Agreement.

Position and Responsibilities. During the Employment Term, the (a) Executive shall serve as the Executive Vice President - Government and International of the Company MicroAge Enterprises, Inc. (or in such higher a capacity as agreed by the Company and the Executive. The Executive shall report exclusively with a title of at least substantially equivalent quality) reporting directly to the Chief Executive Officer and of the Board of Directors Company. Executive agrees to perform services not inconsistent with his position as shall from time to time be assigned to him by the Chief Executive Officer. 1 (b) Executive further agrees to serve, if elected, as a director of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) director of any such subsidiaries subsidiary or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure affiliate of the Company. Executive currently serves as Vice Chairman and Secretary of the Company, and Executive's current term as a member of the Company's Board of Directors will expire at the 1997 Annual Meeting of Stockholders. The Company is under no obligation to cause Executive to be nominated for reelection to the Board or for reelection as Secretary. (c) During the period of his employment hereunder, Executive shall devote substantially all of her his business time, attention attention, skill and energies efforts to the faithful performance of her his duties hereunder; provided, provided the foregoing will not prevent the however, that Executive from participating in charitable, community may serve or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving continue to serve on the board of directors (or equivalent governing body) of, or hold other offices or positions with, companies or organizations if they involve no conflict of other companies, provided that these activities do not materially interfere interest with the interests of the Company and may engage in customary professional activities which in the judgment of the Board will not adversely affect the performance by Executive of her his duties hereunder or create a potential business conflict or the appearance thereofhereunder. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C CommitteeBoard all material business ventures in which he is currently involved, and, subject to approval by the Board (after written notice to it), may in the future have other business investments and participate in other business ventures which may, from time to time, require portions of his time, but shall not interfere with his duties hereunder. The Executive may retain any compensation or benefits received as a result shall be deemed to be in compliance with the provisions of consented this Section 1.2(c) if the professional activities and business investments and ventures in which he engages are similar in nature and time commitment to service as a director of entities not related to those in which he was engaged during the Companytwelve-month period ended November 3, 1996.

Position and Responsibilities. During (a) Employee will occupy the Employment Termposition of President and Chief Executive Officer of the Company. The Company shall effect the nomination of Employee for election to the Company’s Board of Directors upon the expiration of Employee’s current term as a director. (b) Employee will report directly to the Board of Directors and shall have such duties and responsibilities as are set forth in the By-Laws of the Company, which duties and responsibilities shall include, but not be limited to, overall management responsibilities for the Executive shall serve as the Executive Vice President - Government operation and International administration of the Company or in as well as such higher capacity other duties and responsibilities, consistent with Employee’s position as agreed President and Chief Executive Officer, as shall be defined by the Company Board of Directors. (c) Employee will be expected to be in the full-time employment of the Company, to devote substantially all of his business time and the Executive. The Executive shall report exclusively attention, and exert his best efforts to the Chief Executive Officer performance of his duties hereunder, and to serve the Company diligently and to the best of his ability; provided, however, nothing set forth herein shall prohibit Employee from (i) serving as a member of the board of directors of an unaffiliated company (including, without limitation, not-for-profit entities) not in competition with the Company subject, however, in each such case of board membership, to prior approval of the Board of Directors of the Company and (the "Board"). The Executive shall, ii) engaging in charitable and community activities to the extent appointed that such activities do not, either individually or electedin the aggregate, serve on impair the ability of Employee to perform his duties and obligations under this Agreement; provided, further, that Employee shall promptly notify the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) Directors of any such subsidiaries or affiliates, outside activities and in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of event the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned of Directors reasonably determines that any such activity or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance ability of her Employee to perform his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards and obligations as President and Chief Executive Officer of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company, Employee agrees to promptly cease such outside activity or activities.

Position and Responsibilities. During (a) The Company hereby employs Employee and Employee hereby accepts employment by the Employment TermCompany as President and Chief Executive Officer of Xxxxx-Xxxxxxx and Vice Chairman of the Company. Employee shall also be a member of the Board of Xxxxx-Xxxxxxx during the term of this Agreement. Employee shall be jointly responsible with Xxx Xxxxxxxxxx, the Chairman and Chief Executive shall serve as the Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive Company's President and other Vice Chairman, for directing and managing the integration between the Company and Xxxxx-Xxxxxxx and shall report exclusively have all the duties and responsibilities normally attendant to the position of President and Chief Executive Officer of Elder Xxxxxxx and Vice Chairman of the Company. Employee shall perform such other executive duties as may from time to time reasonably be assigned to Employee by the Chairman of the Board of the Company and shall report directly to the Chairman of the Board of the Company. (b) Throughout the term of this Agreement, Employee shall devote his entire working time, energy, attention, skill and best efforts to the affairs of the Company and to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company. During the term of this Agreement, Employee may not, directly or indirectly, do any work for or on behalf of a competitor or any other for-profit company or non-profit organization while employed by the Company, without the Company's written consent. However, nothing herein contained shall be deemed to prevent or limit the right of Employee to invest any of his personal funds in less than one percent of the outstanding capital stock or other securities of any entity that is regularly traded on any national securities exchange or to invest up to $500,000 in a private company. Notwithstanding the foregoing, Employee may continue to serve on the Board of Directors of the Company (Dayton Economic Development Commission provided that such activities do not significantly interfere with Employee's duties under this Agreement. Approval of other board memberships and participation in lectures and teaching activities will be at the "Board"). The Executive shall, to discretion of the extent appointed or elected, serve on the Board as a director and as a member of any committee Chairman of the Board; provided, in each casehowever, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent approval will not be unreasonably withheld, conditioned . (c) Employee shall not obtain goods or delayed) serving services or otherwise deal on behalf of the board Company with any business or entity in which Employee or a member of directors his family has a financial interest or from which Employee or a member of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create his immediate family may derive a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received financial benefit as a result of consented such transaction, except that this prohibition shall not apply to service as a director any public company in which Employee or members of entities not related to his family own in the Companyaggregate less than one percent of the outstanding stock.

Position and Responsibilities. During As of the Employment TermEffective Date, the Executive shall you will continue to serve as the Executive Vice President - Government and International a full-time employee of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Company's Chief Executive Officer and ("CEO"). As CEO, you shall report directly to the Company's Board of Directors of the Company (the "Board"). The Executive shallYou shall have the duties, to the extent appointed or elected, serve on the Board responsibilities and authority that are customarily associated with such position and such other senior management duties as a director and as a member of any committee of may reasonably be assigned by the Board, in each case, in accordance with Company policy as set forth from time to time by the Board and subject to the terms hereof. At the request of the Company, you will also serve as an officer and/or member of the board of directors of any Company affiliate, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive You shall devote substantially all of her your business time, attention time and energies commit your best efforts to the performance Company's business. Your office will be located at the Company's headquarters at 00000 Xxxxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx and your duties shall be primarily performed there subject to requisite business travel. While you are CEO and during the time that the Company's shares are not publicly traded, you will also serve as a member of her duties hereunderthe Board. If the Company's shares do become publicly traded, provided then the foregoing Company will not prevent annually nominate you to serve as a member of the Executive Board during the time you are serving as CEO with actual election to the Board subject to obtaining the requisite Company stockholder vote. Nothing herein shall preclude you from participating in charitable(i) serving, community or industry affairs, from managing her and her family's personal passive investments, and (with the prior written consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) Company, as a member of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors or advisory boards (or their equivalents in the case of other companiesa non-corporate entity) of non-competing businesses and charitable organizations, provided (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that these the activities do set out in clauses (i), (ii) and (iii) shall be limited by you so as not to materially interfere interfere, individually or in the aggregate, with the performance of her your duties hereunder or create a potential business conflict or the appearance thereofand responsibilities hereunder. The Company has consented hereby acknowledges your ownership of any entities identified in Exhibit A and consents to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing such ownership for so long as such entities continue to the O&C Committee. The Executive may retain any compensation or benefits received as be a result of consented to service as a director of entities not related to non-competing business with the Company.

Position and Responsibilities. During the Employment TermTerm of Agreement, the Executive shall serve initially be employed as CEO of the Corporation until such time as the Executive Vice President - Government and International Corporation shall select another CEO. Upon being advised of the Company or in such higher capacity as agreed by selection of a new CEO, the Company and the Executive. The Executive shall report exclusively immediately resign as CEO and continue to be employed with the Chief Corporation as a Corporation Executive Officer and (which position shall be a member of Senior Management) as such position may be established from time to time by the Board of Directors of the Company Corporation (the "Board"). The While so employed, the Executive shall, agrees to the extent appointed or elected, serve on the Board as a director devote his full time and as a member of any committee of attention to carrying out his duties and responsibilities under this Agreement and all duties and responsibilities directed by the Board, in each caseand the Executive shall use his best efforts, without additional compensation. The Executive shall, skills and abilities to further the extent appointed or elected, serve as a director or as a member of any committee interests of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the CompanyCorporation. The Executive shall have duties, authorities serve under the direction and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws supervision of the Company and the organizational structure of the CompanyBoard. The Executive shall devote substantially all of her business timeExcept as specifically provided herein, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will may not be unreasonably withheld, conditioned or delayed) serving serve on the board of directors of any other companiesbusiness entity unless (i) such entity is not engaged, provided that these activities do directly or indirectly, in competition with the business of the Corporation, as determined by the Board in its discretion, (ii) such service would not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented Executive's obligations to the Executive's services Corporation, (iii) the Executive obtains the prior express written consent of the Board, which consent shall not be unreasonably withheld, and (iv) the Executive adheres to such limitations as may imposed by the Board in granting such consent. It is acknowledged that the Executive is currently serving on the boards of directors, if any, on which directors of certain business and not for profit/community entities listed in Exhibit A attached hereto and that the Executive currently serves, which may continue to serve as a member of the boards of directors specified in Exhibit A unless the Board shall provide him with advance written notice to resign from one or more of such boards at the expiration of his current term. As to any business or not for profit/community boards the Executive has disclosed in writing joins subject to the O&C Committee. The terms of this Agreement after execution of the Agreement, Executive may retain any compensation or benefits received as a result of consented agrees to service as a director of entities not related resign from such board within 90 days after receiving notice from the Board for Executive to the Companyresign.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Operating Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the The Executive shall serve the Company and any of its present and future affiliates, subsidiaries and group companies in the capacity of Chief Executive Officer (“CEO”) and member of the board of directors, as the case may be, and shall fully and faithfully perform such duties and exercise such powers as are incidental to such position including those duties set out in the following paragraphs in connection with the business of the Company, its affiliates and joint ventures and such other compatible duties and powers as may from time to time be assigned to the Executive Vice President - Government and International by the board of directors of the Company or (the “Board of Directors”). The Executive is to have responsibility for the supervision, and direction of the Company with the obligation, duty, authority, and power to do all acts and things as are customarily done by persons holding the position of chief executive officer in such higher capacity as agreed by companies/corporations of similar size to the Company and to do all acts and things as are reasonably necessary for the Executiveefficient and proper operation and development of the Company. The Executive Such responsibilities shall report exclusively include, but shall not be limited to, (i) reporting to the Chief Executive Officer and the Board of Directors of the Company Company, (ii) supervising and directing the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws senior officers of the Company and its affiliates with a view to growing the organizational structure business of the Company and increasing its sales and revenues, (iii) and liaising with the shareholders of and increasing the existing investor base of the Company. The Executive shall devote substantially all of her business timefully and faithfully perform such duties and fulfill such obligations, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (as are commensurate with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis appointment. The Executive shall devote full attention using his reasonable best efforts to apply his skill and experience to perform his duties hereunder and promote the interests of the business and projects of the Company. The Executive acknowledges that he may retain any compensation or benefits received as a result be required to work beyond the normal work week for the proper performance of consented to service as a director his duties, and that he shall not receive further remuneration in respect of entities not related such additional hours. The Executive shall be normally based in the offices of the Company in California; however the Company will cover all of the Executive’s reasonable travel and communication costs to the Company’s other offices. The Executive agrees to travel on the Company’s business as may be required for the proper performance of his duties.

Position and Responsibilities. During Under and subject to the terms and conditions of this Agreement, during the Employment TermPeriod, the Company shall employ the Executive, and the Executive shall serve the Company, as the President and Chief Executive Vice Officer of each of USB and FUSB. In his capacity as President - Government and International Chief Executive Officer, he shall have such duties and responsibilities as are normally inherent in such capacities in financial institutions of similar size and character to the Company, including without limitation responsibility for all operations of the Company or in such higher capacity as agreed by and for supervising and controlling all of the day-to-day business and affairs of the Company and the performance by all of its other officers of their respective duties, and such other duties consistent with the Executive. The Executive shall report exclusively to the Chief Executive Officer and ’s position that the Board of Directors of the Company USB (the "“Board")”) specifies from time to time. The Without limiting the foregoing, the Executive shall, shall diligently follow and implement all lawful management policies and decisions communicated by the Board and shall timely prepare and forward to the extent appointed Board all reports and accountings as may be requested. Except for time spent performing services for any charitable, religious or elected, serve on community organizations that do not interfere with the Board as a director and as a member of any committee performance of the BoardExecutive’s duties hereunder, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have dutiesuse his best efforts in, authorities and responsibilities generally commensurate with the dutiesdevote his entire skill, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her knowledge, business time, attention and energies energy to, the Company’s business and shall not conduct any other activities for pecuniary gain or that are or may be detrimental to the Company’s business or interests. The foregoing, however, shall not be construed as preventing the Executive from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. The Executive covenants, warrants and represents that he shall devote his full and best efforts to the fulfillment of his employment obligations and shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis duties. The Executive may retain any compensation agrees to conduct himself in a manner consistent with the best interests of the Company and to comply with all of the rules, regulations and policies of the Company now or benefits received as a result hereinafter in effect. The principal place of consented to service as a director of entities not related to the Executive’s employment shall be the Company’s principal executive offices, which are currently located in Thomasville, Alabama; provided, however, that the Executive may be required to travel on Company business.

Position and Responsibilities. During the Employment Term (as defined in Section 4), the Executive shall be employed by the Company and shall serve as IONA PLC’s Chief Executive Officer. The Executive shall have the duties, responsibilities and authority consistent with such positions as well as those duties and responsibilities relating to the business and/or operations of the Group (as defined below) as may reasonably be directed from time to time by IONA PLC’s Board of Directors (the “Board of Directors”) or any committee thereof. In the performance of the Executive’s duties and responsibilities hereunder, the Executive shall at all times report to, and be subject to the direction and control of, the Board of Directors. The Executive agrees to devote all of his business time and efforts to the performance of his duties hereunder and shall not engage in any other business activity, whether or not for profit, that may conflict with the Executive’s duties under this Agreement or any other agreement between Executive and the Company, IONA PLC or any of their respective subsidiaries and affiliates (collectively, the “Group”), including, without limitation, the Nondisclosure Agreement (as defined in Section 6). Notwithstanding the foregoing, during the Term, the Executive may serve on the boards of charitable organizations, serve on the boards of the companies on which he serves as of the Effective Date, and engage in charitable activities and community affairs; provided, that none of these activities, either alone or in the aggregate, conflicts or interferes with his duties or responsibilities hereunder. The Executive will fulfill his duties and responsibilities hereunder from and at the Company’s principal corporate office, currently located in Waltham, Massachusetts, or from any such other location as may be requested by the Board of Directors from time to time, and shall travel as necessary to perform such duties and responsibilities. Subject, at all times, to election by the shareholders of IONA PLC, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and on the Board of Directors during the Term. If the Executive shall be elected or appointed to other offices of any member of the Company (Group during the "Board"). The Executive shallTerm, to the extent appointed or elected, he shall serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons positions without further compensation other than that provided for in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher the capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the of Chief Executive Officer and President and shall fully and faithfully perform such duties and exercise such powers as are incidental to such positions including those duties set out in the following paragraph in connection with the business of the Company, its affiliates and joint ventures and such other compatible duties and powers as may from time to time be assigned to the Executive by the board of directors of the Company (the “Board of Directors”). In order to carry out such responsibilities, Executive shall also be appointed as President of the Company’s subsidiaries and indirect or ultimate subsidiaries, or such other position as is mutually agreed and shall be appointed or nominated for appointment as a director of the Company and its subsidiaries and/or affiliates at each meeting of shareholders at which directors are to be elected. Executive shall have managerial supervision and responsibility for operational, financial and strategic aspects of the business of the Company and any of its subsidiaries and/or affiliates. Such responsibilities shall include, but shall not be limited to, (i) reporting to the Board of Directors of Big Sky, (ii) supervising and directing the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws senior officers of the Company and the organizational structure 18.12.2007 12:07 (2K) ISTANBUL 390769 v9 [390769_9.DOC] other secondees to the Company’s joint ventures, (iii) working closely with the CFO and COO and leading those senior officers reporting directly and indirectly to him, and being responsible for the Company’s interests in its existing joint ventures and to increase the Company’s global oil and gas portfolio, (iv) supported by the senior officers, to develop work programs for Company’s existing oil and gas joint ventures, to ensure that these programs and budgets are met and Company’s corporate policies and procedures are adhered to and (v) supported by the senior officers, to increase Company’s stakes in its existing joint ventures and acquire development/production assets that would increase Company’s reserves base in the short to medium term. Executive shall fully and faithfully perform such duties and fulfil such obligations, as are commensurate with his appointment as an officer of the Company. Executive shall devote full attention using his best efforts to apply his skill and experience to perform his duties hereunder and promote the interests of the business and projects of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent Company acknowledges that the Executive from participating has other business interests and is holding positions in charitable, community or industry affairs, from managing her other public and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other private companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented further acknowledges that these other interests and positions do not interfere with Executive’s ability to carry out his responsibilities hereunder, and do not otherwise contravene the Executive's services on the boards requirements of directors, if any, on which this Agreement and that the Executive currently servesshall not be precluded from pursuing, which boards the Executive has disclosed in writing to the O&C Committeeacquiring or maintaining similar positions or interests. The Executive acknowledges that he may retain any compensation be required to work beyond the normal work week for the proper performance of his duties, and that he shall not receive further remuneration in respect of such additional hours. The parties each agree that the nature of the Executive’s position is such that his working time cannot be measured and, accordingly, that the appointment falls within the scope of regulation 20 of the Working Time Regulations 1998. The Executive shall perform his duties primarily at the liaison office of the Company in Istanbul, Turkey or benefits received such other location as a result the Company may reasonably require for the proper performance and exercise of consented his duties. The Executive agrees to service as a director of entities not related to travel on the Company’s business both within Kazakhstan or anywhere else in the world as may be required for the proper performance of his duties under this Agreement.

Position and Responsibilities. During As of the Employment TermEffective Date, you will commence service as a full-time employee of the Executive shall serve Company as the Company’s Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the ExecutiveChief Operating Officer (“COO”). The Executive shall As COO, you will report exclusively directly to the Company’s Chief Executive Officer and the Board of Directors of the Company (the "Board"“CEO”). The Executive shallYou will have the duties, to responsibilities and authority that are customarily associated with such position and such other senior management duties as may reasonably be assigned by the extent appointed or elected, serve on the Board as a director and as a member of any committee of the BoardCEO, in each case, without additional compensation. The Executive shall, in accordance with Company policy as set forth from time to time by the Company’s Board of Directors (the “Board”) and subject to the extent appointed or elected, serve as a director or as a member of any committee of terms hereof. At the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any request of the Company's subsidiaries or affiliates and , your will also serve as an officer or employee (in a capacity commensurate with her position with the Company) and/or member of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiesany Company affiliate and or institution, provided without additional compensation. You will devote substantially all of your business time and commit your best efforts to the Company’s business. Your office will be located at the Company’s headquarters at 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx and your duties will be primarily performed there subject to requisite business travel. Nothing herein will preclude you from (i) serving, with the prior written consent of the Company, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that these the activities do set out in clauses (i), (ii) and (iii) will be limited by you so as not to materially interfere interfere, individually or in the aggregate, with the performance of her your duties hereunder or create a potential business conflict or the appearance thereofand responsibilities hereunder. The Company has consented hereby acknowledges your ownership of any entities identified in Exhibit A and consents to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing such ownership for so long as such entities continue to the O&C Committee. The Executive may retain any compensation or benefits received as be a result of consented to service as a director of entities not related to non-competing business with the Company.

Position and Responsibilities. During the Employment Term (as defined in Section 4), the Executive shall be employed by the Company and shall serve as IONA PLC's Chief Executive Officer. The Executive shall have the duties, responsibilities and authority consistent with such positions as well as those duties and responsibilities relating to the business and/or operations of the Group (as defined below) as may reasonably be directed from time to time by IONA PLC's Board of Directors (the "Board of Directors") or any committee thereof. In the performance of the Executive's duties and responsibilities hereunder, the Executive shall at all times report to, and be subject to the direction and control of, the Board of Directors. The Executive agrees to devote all of his business time and efforts to the performance of his duties hereunder and shall not engage in any other business activity, whether or not for profit, that may conflict with the Executive's duties under this Agreement or any other agreement between Executive and the Company, IONA PLC or any of their respective subsidiaries and affiliates (collectively, the "Group"), including, without limitation, the Nondisclosure Agreement (as defined in Section 6). Notwithstanding the foregoing, during the Term, the Executive may serve on the boards of charitable organizations, serve on the boards of the companies on which he serves as of the Effective Date, and engage in charitable activities and community affairs; provided, that none of these activities, either alone or in the aggregate, conflicts or interferes with his duties or responsibilities hereunder. The Executive will fulfill his duties and responsibilities hereunder from and at the Company's principal corporate office, currently located in Waltham, Massachusetts, or from any such other location as may be requested by the Board of Directors from time to time, and shall travel as necessary to perform such duties and responsibilities. The Executive shall be appointed to serve on the Board of Directors until the 2005 annual general meeting of the shareholders of IONA PLC. The Board of Directors shall recommend, to the shareholders of IONA PLC, the election of the Executive to the Board of Directors at the 2005 annual general meeting of the shareholders of IONA PLC. Subject, at all times from and after the 2005 annual general meeting of the shareholders of IONA PLC, to election by the shareholders of IONA PLC, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and on the Board of Directors during the Term. If the Executive shall be elected or appointed to other offices of any member of the Company (Group during the "Board"). The Executive shallTerm, to the extent appointed or elected, he shall serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons positions without further compensation other than that provided for in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement.

Position and Responsibilities. During (a) Subject to the Employment Termprovisions of Section 1(c), during the period of his employment hereunder, Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of the Corporation and the Bank. Subject to the provisions of Section 1(c), Executive shall have such duties as are customarily or appropriately vested in the President and Chief Executive Officer of a publicly-held bank holding company and a national bank, and as from time to time may be prescribed by the Board of Directors of the Company Corporation (the "”Board"”). The , provided such duties are consistent with Executive's present duties and with Executive's current position as the President and Chief Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee Officer of the BoardEmployer; provided further an initial, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee non-exhaustive set of the board (or Executive’s goals and objectives are attached hereto as Exhibit A. During the equivalent bodies in a non-corporate subsidiary or affiliate) period of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliateshis employment hereunder, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention attention, skill, and energies efforts to the faithful performance of her his duties hereunder, provided including activities and services related to the foregoing will not prevent the Executive from participating in charitableorganization, community or industry affairs, from managing her operation and her family's personal passive investments, and (with the consent management of the Chief Employer. (b) During the period of employment hereunder, Corporation shall elect Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related the Bank and shall nominate and recommend the Executive for election as a director of the Corporation. (c) Notwithstanding any provision to the Companycontrary contained in this Agreement, the Board may, in its reasonable discretion and without any prior notice to the Executive, (i) relieve the Executive from the title and responsibilities of President of the Corporation and/or the Bank, and (ii) further define the Executive’s responsibilities with specific goals and objectives as presented to the Executive in a writing from the Board. In any such event, the Executive’s compensation and benefits pursuant to this Agreement shall not be impacted thereby. The Executive acknowledges that the Board is currently seeking a candidate for the position of President.

Position and Responsibilities. During the Employment Term, the Executive shall be directly employed by the Company, shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of Waste Connections, Inc., an Ontario corporation (f/k/a Progressive Waste Solutions Ltd.)(the “Parent”) and certain of its subsidiaries, including the Company, and shall perform such other duties and responsibilities as the Board of Directors of the Company Parent (the "“Board"”), may reasonably assign to the Executive from time to time. The Executive shallwill be based at the Parent’s principal administrative offices in The Woodlands, Texas. In addition, the Parent shall nominate the Executive to the extent appointed or elected, serve on the Board as a director and as a member of the Board at all times during the Term, subject to election by the Parent’s shareholders. During any committee period in which the Executive is a member of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, he shall serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates its Chairman and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities also shall be a credit with regard to the amounts due hereunder from the Company. The serve on its Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the CompanyCommittee. The Executive shall devote substantially all of her business time, such time and attention and energies to his duties as are necessary to the performance proper discharge of her his responsibilities hereunder. The Executive agrees to perform all duties hereunder, provided consistent with (i) policies established from time to time by the foregoing will not prevent Parent and/or the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investmentsCompany, and (with ii) all applicable legal requirements. The Company and the consent Executive agree that the Executive may, upon delivery of written notice to the Board, become the “Executive Chairman” of the Board and thereafter shall no longer serve as the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (Parent and certain of its subsidiaries, including the "O&C Committee")Company. This change in status shall be subject to written agreement between the Executive and the Board, which consent will not shall be unreasonably withheldnegotiated in good faith, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented regarding corresponding changes to the Executive's services on the boards of directors, if any, on which ’s duties and compensation under this Plan. If the Executive currently serves, which boards becomes the Executive has disclosed Chairman of the Board, then (i) the Executive shall continue to be directly employed by the Company, and (ii) such change in writing to the O&C Committee. The Executive may retain any compensation or benefits received status shall not be treated as a result termination of consented to service as a director of entities not related to the CompanyExecutive’s employment with the Company for any purpose under this Plan.”

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Operating Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall also serve as a member of the Management Committee (or any equivalent committee or group as may replace the Management Committee from time to time) and the Transformation Leadership Team or any successor body thereto ("TLT"). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, cases without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided in each case that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities any entity that is not related to to, affiliated with, or in a business relationship with the Company, provided that the Company has provided its prior consent to such service in accordance with this Section 2.

Position and Responsibilities. During the Employment Term, the (a) Executive shall serve as the Executive Vice President - Government and International Chief Financial Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively reporting directly to the Chief Executive Officer and the Board of Directors of the Company (the "Board"“CEO”). The Executive shall, agrees to the extent appointed or elected, serve on the Board as a director perform services commensurate with his position and as a member of any committee involving duties of the Boardscope, in each casedignity and importance of a Chief Financial Officer as shall from time to time be assigned to him by the CEO. (b) During the period of his employment hereunder, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all at least fifty percent (50%) of her his business time, attention attention, skill and energies efforts to the performance of her his duties hereunder. Notwithstanding the foregoing, provided the foregoing will Company agrees that Executive may (i) devote up to fifty percent (50%) of his business time, attention, skill and efforts to the performance of his duties at Rivers & Xxxxxxxxx, PLLC and, subject to approval by the Board (after written notice to it), which approval shall not prevent be unreasonably withheld, other future business investments and ventures which do not create a conflict of interest with his duties hereunder (collectively, the Executive from participating “Permitted Businesses”), (ii) participate in charitable, civic, educational, professional, community or industry affairs, from managing her (iii) manage his and her his family's ’s personal passive investments, and (with the consent of the Chief Executive Officer iv) serve or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving continue to serve on the board of directors or hold other offices or positions in companies or organizations, so long as such activities involve no conflict of other companies, provided that these activities do interest with the interests of the Company and will not materially interfere with affect the performance by Executive of her his duties hereunder or create a potential hereunder. In the event that the Company desires that Executive devote more than fifty percent (50%) of his business conflict or the appearance thereof. The Company has consented time, attention, skill, and efforts to the Executive's services on business of the boards Company, the Company and Executive shall negotiate in good faith to agree upon mutually acceptable modifications to this Agreement. In no event shall Executive shall be required to devote more than fifty percent (50%) of directorshis business time, if anyattention, on which the Executive currently servesskill, which boards the Executive has disclosed in writing and efforts to the O&C Committee. The Executive may retain any compensation or benefits received as business of the Company unless and until he and the Company have negotiated, executed, and delivered a result of consented mutually acceptable amendment to service as a director of entities not related this Agreement with respect to Executive’s additional duties to the CompanyCompany and Executive’s compensation for such additional duties.

Position and Responsibilities. During Under and subject to the terms and conditions of this Agreement, during the Employment TermPeriod, the Company shall employ the Executive, and the Executive shall serve the Company, as the President and Chief Executive Vice Officer of each of USB and FUSB. In his capacity as President - Government and International Chief Executive Officer, he shall have such duties and responsibilities as are normally inherent in such capacities in financial institutions of similar size and character to the Company, including without limitation responsibility for all operations of the Company or in such higher capacity as agreed by and for supervising and controlling all of the day-to-day business and affairs of the Company and the performance by all of its other officers of their respective duties, and such other duties consistent with the Executive. The Executive shall report exclusively to the Chief Executive Officer and ’s position that the Board of Directors of the Company USB (the "“Board")”) specifies from time to time. The Without limiting the foregoing, the Executive shall, shall diligently follow and implement all lawful management policies and decisions communicated by the Board and shall timely prepare and forward to the extent appointed Board all reports and accountings as may be requested. Except for time spent performing services for any charitable, religious or elected, serve on community organizations that do not interfere with the Board as a director and as a member of any committee performance of the BoardExecutive’s duties hereunder, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have dutiesuse his best efforts in, authorities and responsibilities generally commensurate with the dutiesdevote his entire skill, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her knowledge, business time, attention and energies energy to, the Company’s business and shall not conduct any other activities for pecuniary gain or that are or may be detrimental to the Company’s business or interests. The foregoing, however, shall not be construed as preventing the Executive from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. The Executive covenants, warrants and represents that he shall devote his full and best efforts to the fulfillment of his employment obligations and shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis duties. The Executive may retain any compensation agrees to conduct himself in a manner consistent with the best interests of the Company and to comply with all of the rules, regulations and policies of the Company now or benefits received as a result hereinafter in effect. The principal place of consented to service as a director of entities not related to the Executive’s employment shall be the Company’s principal executive offices, which are currently located in Thomasville, Alabama, or at such other location as the parties may mutually agree; provided, however, that the Executive may be required to travel on Company business.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International General Counsel of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Financial Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Termterm of this Agreement, the Executive Employee shall serve as the Executive Vice President - Government and International of the Company or and of IFSC. The Employee will have such responsibilities, duties and authority as he has as of the date hereof in such higher capacity his positions as agreed by Executive Vice President of the Company and the Executiveof IFSC. The Executive Employee will have such other responsibilities, duties and authority as may from time to time be assigned to him that are consistent and commensurate with his status and positions at the Company and IFSC. The Employee shall at all times report exclusively to, and only to, and his activities shall at all times be subject to the direction and control of, the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates , and as an officer or employee (the Employee shall exercise such powers and comply with and perform, faithfully and to the best of his ability, such directions and duties in a capacity commensurate with her position with relation to the business and affairs of the Company) , as may from time to time be vested in or requested of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to him by the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Chief Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure Officer of the Company. The Executive shall Employee agrees to devote substantially all of her his business time, attention and energies services to the performance diligent, faithful and competent discharge of her such duties hereunderfor the successful operation of the Company's business. During the term hereof, the Employee will not have any managerial or operations responsibility, other than service on a board of directors, in any enterprise, firm, corporation, trust or other business entity other than the Company; provided, however, that nothing herein shall prevent the ownership by the Employee of an equity interest in any business entity, provided the foregoing will that such ownership does not prevent the Executive from participating in charitable, community involve any managerial or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) operational responsibility other than serving on the board of directors of a corporation. Any directorships of corporations other companies, provided that these activities do not materially interfere with than the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed must be approved in writing to by the O&C CommitteeBoard of Directors of IFSC (the "IFSC Board") in advance. The Executive may retain any compensation or benefits received as a result At all times during the term of consented to service as a director this Agreement, the Employee's primary place of entities not related to the Companyemployment shall be within fifteen (15) miles of Boston, Massachusetts.

Position and Responsibilities. During the Employment Termterm of this Agreement, the Executive shall Employee agrees to serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive[Column C]. The Executive Employee shall at all times report exclusively to, and his activities shall at all times be subject to the direction and control of, the Chief Executive Officer Officer, and to the extent contemplated by the Operating Agreement (as defined below), the Board of Directors of the Company (the "“Board"”). The Executive shall, and the Employee shall exercise such powers and comply with and perform, faithfully and to the extent appointed best of his ability, such directions and duties in relation to the business and affairs of the Company as may from time to time be vested in or elected, serve on the Board as a director and as a member requested of any committee of him by the Board, in each case, without additional compensation. The Executive shall, to which directions and duties are commensurate with Employee’s position and title and the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any provisions of the Company's subsidiaries or affiliates ’s Third Amended and Restated Operating Agreement, as an officer or employee amended from time to time (in a capacity commensurate with her position with the Company) “Operating Agreement”). During the term of any such subsidiaries or affiliatesemployment hereunder, in all cases, without additional compensation or benefits the Employee agrees to devote his full business time and any compensation paid attention to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure business of the Company. The Executive Employee shall devote substantially all not engage in any other business activity or serve on the board of her directors in any enterprise, firm, corporation, trust or other business timeentity other than the Company without the prior written approval of the Board; provided, attention and energies however, that, subject to the performance terms of her duties hereunderthe Nondisclosure, provided Confidentiality, Assignment and Noncompetition Agreement (described in Section 5 below), nothing herein shall prevent (a) the foregoing will not prevent the Executive Employee from participating in serving on any civic, charitable, community not-for-profit or industry affairssimilar board, (b) the Employee from managing her and her family's personal passive investments, and (with continuing to serve on the consent board of any corporation or other for-profit enterprise on which Employee is serving as of the Chief Executive Officer date hereof or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) from serving on the board of directors such an enterprise as may be approved by the Board after the date hereof, or (c) management by the Employee of other companieshis personal affairs and investments or ownership by the Employee of an equity interest in any business entity, provided that these such activities do not materially interfere significantly with the performance by Employee of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companycontemplated by this Agreement.

Position and Responsibilities. During Subject to the Agreement’s terms, Executive agrees to continue to serve as President and Chief Executive Officer of TCBI and TCB for all periods during the Employment Term, and to perform satisfactorily the following duties: (i) hire employees, subject to the Company’s approval, as necessary to facilitate Company operations, including the development of a positive work environment to maximize employee performance; (ii) set levels of customer service expectations for Company personnel and ensure that customers receive quality service; (iii) promote the Company’s best interests; and (iv) perform any other duties that the Board may assign Executive shall serve as from time to time. During the Employment Period, Executive Vice President - Government and International of the Company or in such higher capacity as agreed by will devote his undivided loyalty to the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer devote all of his skill, knowledge and the Board of Directors of the Company working time (the "Board"). The Executive shallexcept for (x) reasonable vacation time and absence for sickness or similar disability, and (y) to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will that it does not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her Executive’s duties hereunder under this Agreement, (A) such reasonable time as may be devoted to service on boards of directors and the fulfillment of civic responsibilities, charitable or create religious activities, and (B) such reasonable time as may be necessary from time to time for personal financial matters) to the conscientious performance of his duties and responsibilities under the Agreement. Executive shall report directly to the Board, and members of the Company’s senior management team, including, without limitation, members holding the title of Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, Chief Credit Officer, or Chief Risk Officer, shall report directly to Executive, provided that the Board may modify the reporting structure of a potential business conflict or member of the appearance thereofCompany’s senior management team if, when considering industry-wide best practices, the Board determines, in good faith , that it is appropriate for said member to report directly to the Board, provided further that such change in reporting structure shall not constitute “Good Reason” as defined in Section 7(d)(i) below. The Company has consented to location at which Executive performs his duties will not be relocated more than fifty (50) miles from the Company’s offices where Executive performs the majority of Executive's services ’s work on the boards date of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companythis Agreement without Executive’s written consent.

Position and Responsibilities. During (A) The Executive shall, effective April 6, 2015 (the Employment Term“Effective Date”), the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or and, in such higher capacity capacity, shall be responsible for the general management of the business, affairs and operations of the Company, shall perform such duties as agreed are customarily performed by the Company a chief executive officer of a company of a similar size, and the Executive. The Executive shall report exclusively have such power and authority as shall reasonably be required to enable him to perform his duties hereunder; provided, however, that in exercising such power and authority and performing such duties, he shall at all times be subject to the Chief Executive Officer and authority of the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the CompanyParent. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject report to the By-laws Board of Directors of the Company and Parent or the organizational structure Executive Chairman and/or Chairman of the Company. Parent. (B) On the later of the Effective Date or April 29, 2015, the Executive shall be appointed a director of the Parent and of VSI, and shall be nominated to each respective board each year thereafter. (C) The Executive shall agrees to devote substantially all of her his business time, attention and energies services to the performance diligent, faithful and competent discharge of her such duties hereunderfor the successful operation of the Company’s business. Notwithstanding the foregoing, provided upon the foregoing will not prevent approval of the Nomination Committee of the Parent, the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service serve as a director of entities no more than one for profit company that is not related a Competitive Business (as defined in Section 6), provided that such service does not interfere with the Executive’s obligations hereunder. In its sole discretion, the Board of Directors of the Parent may permit or refuse to permit the CompanyExecutive to serve as a director of additional for profit companies on a case by case basis.

Position and Responsibilities. During the Employment Term, the Executive shall serve the Company in the capacity of Executive Chairman and shall fully and faithfully perform such duties and exercise such powers as are incidental to such position including those duties set out in the following paragraphs in connection with the business of the Company, its affiliates and joint ventures and such other compatible duties and powers as may from time to time be assigned to the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board board of Directors directors of the Company (the "Board"“Board of Directors”). The Executive shallis to have responsibility for the supervision, and direction of the Company with the obligation, duty, authority, and power to do all acts and things as are customarily done by persons holding the position of Executive in companies/corporations of similar size to the extent appointed or elected, serve on Company and to do all acts and things as are reasonably necessary for the Board as a director efficient and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any proper operation and development of the Company's subsidiaries or affiliates and as an officer or employee . Such responsibilities shall include, but shall not be limited to, (in a capacity commensurate with her position with the Companyi) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid reporting to the ExecutiveBoard of Directors, or benefits provided to (ii) supervising and directing the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws senior officers of the Company and the organizational structure officers of the Company’s joint ventures, (iii) working closely with the President and CEO, the Co-Chairman, the CFO and COO and senior officers to represent the Company’s interests in its existing joint ventures and to increase the Company’s global oil and gas portfolio, (iv) supported by the senior officers, developing work programs for Company’s existing oil and gas joint ventures and ensuring that these programs and budgets are met and the Company’s corporate policies and procedures are adhered to and (v) supported by the senior officers, increasing the Company’s stakes in its existing joint ventures and acquiring development/production assets that would increase the Company's reserves base in the short to medium term. Executive shall fully and faithfully perform such duties and fulfill such obligations, as are commensurate with his appointment as Executive. Executive shall devote full attention using his best efforts to apply his skill and experience to perform his duties hereunder and promote the interests of the business and projects of the Company. Executive places on record that he has other oil and gas interests and holds positions in other public and private oil and gas companies. The Executive further acknowledges that these interests and positions do not interfere with Executive’s ability to carry out his responsibilities hereunder and do not contravene the requirements of this Agreement. The Executive acknowledges that he may be required to work beyond the normal work week for the proper performance of his duties, and that he shall not receive further remuneration in respect of such additional hours. The parties each agree that the nature of the Executive’s position is such that his working time cannot be measured and, accordingly, that the appointment falls within the scope of regulation 20 of the Working Time Regulations 1998. The Executive shall devote substantially all of her business time, attention and energies to perform his duties at the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent liaison office of the Chief Executive Officer Company in Istanbul, Turkey or such other location as the Organization Company may reasonably require for the proper performance and Compensation Committee (or its successor) exercise of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis duties. The Executive may retain any compensation or benefits received as a result of consented agrees to service as a director of entities not related to travel on the Company’s business both within Kazakhstan or anywhere else in the world as may be required for the proper performance of his duties under this Agreement.

Position and Responsibilities. (a) During the Employment Term, the Executive shall serve be employed as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Company’s Chief Executive Officer and Chief Financial Officer, with the general powers, authority and responsibilities that accompany those positions. (b) As Chief Executive Officer and Chief Financial Officer, Executive shall report directly to the Board of Directors of and shall have the Company (the "Board"). The duties and responsibilities that are typically performed by a chief executive officer and chief financial officer, as well as any other lawful executive duties and executive offices assigned to Executive shall, to the extent appointed or elected, serve on by the Board as a director and as a member of any committee of consistent with Executive’s position, the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws size of the Company and the organizational structure of qualified personnel employed by the Company. The Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time as are applicable to him. Executive shall devote substantially all of her his full business time, attention time and energies best efforts to the performance of her duties hereunderCompany’s business and affairs; Notwithstanding the foregoing, provided the foregoing will not prevent the nothing herein shall preclude Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayedi) serving on the board of directors one or more charitable organizations (subject to the approval of other companiesthe Board, such approval not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that these any such activities listed in (i), (ii) and (iii) above do not materially interfere in more than a deminimis manner with the proper performance of her his duties and responsibilities hereunder and comply with the limitations set forth in Paragraph 5(a) below. (c) Executive’s principal place of employment shall be the Company’s corporate headquarters, currently located in Tarrytown, New York, but Executive shall be required to engage in reasonable and customary business travel on behalf of the Company including visiting existing facilities owned or create a potential business conflict or operated by the appearance thereof. Company and recruiting prospective hospitals and physicians. (d) The Company has consented agrees to use its commercial best efforts to have Executive elected to a position on the Company’s Board of Directors by May 31, 2008, and shall have a continuing obligation to use its commercial best efforts to persuade the Company’s shareholders to elect Executive to the Board if such deadline is not met. If Executive is not elected to the Board by May 31, 2008, or if following May 31, 2008 Executive remains employed by the Company, has been elected to the Board, but is subsequently voted off the Board, he shall have the option to either (i) terminate his employment with the Company for Good Reason (as defined in Paragraph 4(a)(iv), below; or (ii) Executive's services ’s Base Salary (as defined in Paragraph 3(a), below), shall be increased to no less than $450,000 annually during any such period during which he is not a member of the Board (provided that upon any subsequent election to the Board, Executive’s Base Salary shall be reduced to Base Salary which he would have been paid under Paragraph 3(a) without regard to this Paragraph 2(d)). Executive hereby agrees to tender his resignation from his position as a Director of the Company upon the termination of his employment for any reason. Nothing contained herein shall guarantee Executive a position or continuing position on the boards Board nor affect the rights of directorsthe Company’s shareholders to elect Board members. (e) As part of Executive’s normal duties, if any, on which Executive shall have the Executive currently serves, which boards authority and the Executive has disclosed in writing discretion to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related award performance bonuses to the Company’s employees (other than himself), based upon an annual bonus pool established by the Board; provided, however, that Executive shall not have the authority to award a performance bonus to an employee that exceeds 100% of the employee’s base salary The Board, in its sole and absolute discretion, shall determine the amount of the bonus pool to be administered by Executive, provided, however, that the minimum bonus pool for each fiscal year during the Term shall not be less than 5% of corporate payroll for the fiscal year.

Position and Responsibilities. During As of the Employment TermEffective Date, the Executive shall serve you will commence serving as the Executive Vice President - Government and International a full-time employee of the Company or in as the Company’s President and Chief Executive Officer (“PCEO”). As PCEO, you shall report directly to the Company’s Board of Directors (the “Board”). You shall have the duties, responsibilities and authority that are customarily associated with such higher capacity position and such other senior management duties as agreed may reasonably be assigned by the Board. You will devote your full time, efforts, abilities, and energies to promote the general welfare and interests of the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors any related enterprises of the Company (Company. You will loyally, conscientiously, and professionally do and perform all duties and responsibilities of his position, as well as any other duties and responsibilities as will be reasonably assigned by the "Board")Company. The Executive shallAt the request of the Company, to the extent appointed or elected, you will also serve on the Board as a director and as a an officer and/or member of the board of directors of any committee of the Board, in each caseCompany affiliate, without additional compensation. The Executive shallYour primary workplace will be located at the Company’s Utah office, located at 00000 X. Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxx 00000, although you will have a home office where you will be able to work remotely subject to requisite business travel. Nothing herein shall preclude you from (i) serving, with the extent appointed or electedprior written consent of the Board in its sole and absolute discretion, serve as a director or as a member of any committee of the board of directors or advisory boards (or their equivalents in the equivalent bodies in case of a non-corporate subsidiary or affiliateentity) of any of the Company's subsidiaries or affiliates non-competing businesses and as an officer or employee charitable organizations, (ii) engaging in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits charitable activities and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with iii) managing your personal investments and affairs; provided, however, that the consent of the Chief Executive Officer or the Organization and Compensation Committee activities set out in clauses (or its successor) of the Board (the "O&C Committee"i), which consent will (ii) and (iii) shall be limited by you so as not be unreasonably withheldto materially interfere, conditioned individually or delayed) serving on in the board of directors of other companiesaggregate, provided that these activities do not materially interfere with the performance of her your duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyand responsibilities hereunder.

Position and Responsibilities. During the Employment Termterm of this Agreement, the Executive Employee shall serve as the Executive Senior Vice President - Government and International Technology of the Company or and of IFSC. The Employee will have such responsibilities, duties and authority as he has as of the date hereof in such higher capacity his positions as agreed by Senior Vice President - Technology of the Company and the Executiveof IFSC. The Executive Employee will have such other responsibilities, duties and authority as may from time to time be assigned to him that are consistent and commensurate with his status and positions at the Company and IFSC. The Employee shall at all times report exclusively to, and only to, and his activities shall at all times be subject to the direction and control of, the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates , and as an officer or employee (the Employee shall exercise such powers and comply with and perform, faithfully and to the best of his ability, such directions and duties in a capacity commensurate with her position with relation to the business and affairs of the Company) , as may from time to time be vested in or requested of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to him by the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Chief Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure Officer of the Company. The Executive shall Employee agrees to devote substantially all of her his business time, attention and energies services to the performance diligent, faithful and competent discharge of her such duties hereunderfor the successful operation of the Company's business. During the term hereof, the Employee will not have any managerial or operations responsibility, other than service on a board of directors, in any enterprise, firm, corporation, trust or other business entity other than the Company and IFSC; provided, however, that nothing herein shall prevent the ownership by the Employee of an equity interest in any business entity, provided the foregoing will that such ownership does not prevent the Executive from participating in charitable, community involve any managerial or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) operational responsibility other than serving on the board of directors of a corporation. Any directorships of corporations other companies, provided that these activities do not materially interfere with than the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed and IFSC must be approved in writing to by the O&C CommitteeBoard of Directors of IFSC (the "IFSC Board") in advance. The Executive may retain any compensation or benefits received as a result At all times during the term of consented to service as a director this Agreement, the Employee's primary place of entities not related to the Companyemployment shall be within fifteen (15) miles of Boston, Massachusetts.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government (a) The Company hereby employs Employee and International of the Company or in such higher capacity as agreed Employee hereby accepts employment by the Company as the Company’s Vice Chairman, President — Merchandising. Following a transition period estimated to end after the Company’s spring season has concluded, as specified by the Chief Executive Officer of the Company, during which Employee will continue to perform duties under his Prior Employment Agreement, Employee shall have responsibilities for the Company’s merchandising operations and the Executive. The Executive shall report exclusively directly to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an such other senior executive officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of designated by the Chief Executive Officer or the Organization and Compensation Committee (or its successor) person performing the duties of the Board Chief Executive Officer. In addition, Employee shall be a member of the Management Committee and the Operating Committee. (b) Throughout the "O&C Committee")term of this Agreement, Employee shall devote his entire working time, energy, attention, skill and best efforts to the affairs of the Company and to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company. Employee may not, directly or indirectly, do any work for or on behalf of a competitor or any other company while employed by the Company. However, nothing herein contained shall be deemed to prevent or limit the right of Employee to invest any of his personal funds in less than one percent of any class of the capital stock or other securities of any corporation or other entity whose stock or securities are publicly owned or are regularly traded on any public securities exchange, nor shall this clause be construed as preventing Employee from investing his assets in such other form or manner as will not require any services on the part of the Employee in the operation or the affairs of entities in which consent such investments are made. Approval of board memberships and participation in lectures and teaching activities will be at the discretion of the Chief Executive Officer, however, such approval will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these such activities do not materially significantly interfere with Employee’s duties under this Agreement. (c) Employee shall not obtain goods or services or otherwise deal on behalf of the performance Company with any business or entity in which Employee or a member of her duties hereunder his family has a financial interest or create from which Employee or a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards member of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive his immediate family may retain any compensation or benefits received derive a financial benefit as a result of consented such transaction, except that this prohibition shall not apply to service as any public company in which Employee or a director member of entities not related to his immediate family owns less than one percent of any class of the Companyoutstanding capital stock or other securities.

Position and Responsibilities. During the Employment Term, the (a) Executive shall serve as the Executive Vice President - Government and International Chief Medical Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively reporting directly to the Chief Executive Officer of the Company (the “CEO”). Executive agrees to perform services commensurate with his position and involving duties of the scope, dignity and importance of a Chief Medical Officer as shall from time to time be assigned to him by the CEO. (b) Executive further agrees to serve, if elected, as a director of the Company and as an officer or director of any subsidiary or affiliate of the Company. The Company shall use its best efforts to cause Executive to be nominated for election to the Board of Directors of the Company (the "“Board"). The Executive shall”) and to use all reasonable efforts to cause the shares of Company stock entitled to vote to be voted in favor of Executive’s election. (c) During the period of his employment hereunder, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all at least fifty percent (50%) of her his business time, attention attention, skill and energies efforts to the performance of her his duties hereunder. Notwithstanding the foregoing, provided the foregoing will Company agrees that Executive may (i) devote up to fifty percent (50%) of his business time, attention, skill and efforts to the performance of his duties at the Nxxxxx Anti-Aging Clinic and at Arcadia Radiology & Open MRI and, subject to approval by the Board (after written notice to it), which approval shall not prevent be unreasonably withheld, other future business investments and ventures which do not create a conflict of interest with his duties hereunder (collectively, the Executive from participating “Permitted Businesses”), (ii) participate in charitable, civic, educational, professional, community or industry affairs, from managing her (iii) manage his and her his family's ’s personal passive investments, and (with the consent of the Chief Executive Officer iv) serve or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving continue to serve on the board of directors or hold other offices or positions in companies or organizations, so long as such activities involve no conflict of other companies, provided that these activities do interest with the interests of the Company and will not materially interfere with affect the performance by Executive of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyhereunder.

Position and Responsibilities. During the Employment Termterm of this Agreement, the Executive Employee shall serve as the President and Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executiveof IFSC. The Executive Employee shall report exclusively to the Chief Executive Officer and also be a member of the Board of Directors of the Company IFSC (the "IFSC Board"), and a member and Chairman of the Executive Committee of the IFSC Board. The Executive shallEmployee will have such responsibilities, to the extent appointed or elected, serve on the Board duties and authority as a director and he has as a member of any committee of the Board, date hereof in each case, without additional compensation. The his positions as President and Chief Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws Officer of the Company and IFSC and Chairman of the organizational structure Executive Committee of the IFSC Board, including, without limitation, general supervision and control over, and responsibility for, the general management and operations of the Company and its subsidiaries. The Employee will also have such other responsibilities, duties and authority as may from time to time be assigned to him that are consistent and commensurate with his status and positions at the Company and IFSC. The Employee shall at all times report to, and only to, and his activities shall at all times be subject to the direction and control of, the IFSC Board, and the Employee shall exercise such powers and comply with and perform, faithfully and to the best of his ability, such directions and duties in relation to the business and affairs of the Company, as may from time to time be vested in or requested of him by the IFSC Board. The Executive shall Employee agrees to devote substantially all of her his business time, attention and energies services to the performance diligent, faithful and competent discharge of her such duties hereunderfor the successful operation of the Company's business. During the term hereof, the Employee will not have any managerial or operations responsibility, other than service on a board of directors, in any enterprise, firm, corporation, trust or other business entity other than the Company and IFSC; provided, however, that nothing herein shall prevent the ownership by the Employee of an equity interest in any business entity, provided the foregoing will that such ownership does not prevent the Executive from participating in charitable, community involve any managerial or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) operational responsibility other than serving on the board of directors of a corporation. Any directorships of corporations other companies, provided that these activities do not materially interfere with than the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed and IFSC must be approved in writing to by the O&C CommitteeIFSC Board in advance. The Executive may retain any compensation or benefits received as a result At all times during the term of consented to service as a director this Agreement, the Employee's primary place of entities not related to the Companyemployment shall be within fifteen (15) miles of Boston, Massachusetts.

Position and Responsibilities. During (a) The Company hereby employs Employee and Employee hereby accepts employment by the Employment Term, the Executive shall serve Company as the Company’s Executive Vice President, CPS Stores. Employee shall have responsibilities for the Company’s CPS Stores and Visual matters and/or such other responsibilities commensurate with those of Executive Vice President, CPS Stores, and shall report either to the President - Government and International Chief Executive Officer of the Company or in such higher capacity other direct report as agreed by the Company President and the Executive. The Executive shall report exclusively to the Chief Executive Officer may designate. (b) Throughout the term of this Agreement, Employee shall devote his entire working time, energy, attention, skill and the Board of Directors of the Company (the "Board"). The Executive shall, best efforts to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws affairs of the Company and to the organizational structure performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company. The Executive Employee may not, directly or indirectly, do any work for or on behalf of a competitor or any other company while employed by the Company. However, nothing herein contained shall devote substantially all be deemed to prevent or limit the right of her business timeEmployee to invest any of his personal funds in less than one percent of any class or series of the equity securities of any entity provided such equity securities are traded on a national securities exchange or quoted in an automated inter-dealer quotation system, attention and energies to the performance of her duties hereunder, provided the foregoing nor shall this clause be construed as preventing Employee from investing his assets in such other form or manner as will not prevent require any services on the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investmentspart of the Employee in, and will not permit the control by the Employee of any aspect of, the operation or the affairs of entities (with or affiliates of such entities) in which such investments are made. Approval of board memberships and participation in lectures and teaching activities will be at the consent discretion of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee")Officer; however, which consent such approval will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these such activities do not materially significantly interfere with Employee’s duties under this Agreement. (c) Employee shall not obtain goods or services or otherwise deal on behalf of the performance Company with any business or entity in which Employee or a member of her duties hereunder his immediate family has a financial interest or create from which Employee or a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards member of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive his immediate family may retain any compensation or benefits received derive a financial benefit as a result of consented such transaction, except that this prohibition shall not apply to service as any entity whose equity securities are traded on a director national securities exchange or quoted in an automated inter-dealer quotation system provided that neither Employee nor any member of entities not related to his immediate family owns one percent or more of any class or series of the Companyoutstanding capital stock or other securities of such entity.

Position and Responsibilities. A. During the Employment TermPeriod of Employment, as defined below, the Executive shall will serve as the Senior Executive Vice President - Government and International Group Managing Director, Cendant EMEA (the “EMEA Position”) and, subject to the direction of the Company a Vice Chairman of Cendant or in such higher capacity as agreed other executive officer of Cendant designated by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company Cendant from time to time (the "Board")“Supervising Officer”) from time to time will perform such duties and exercise such supervision with regard to the business of Cendant as are associated with such position, as well as such additional duties as may be prescribed from time to time by the Supervising Officer. The Executive shallwill, during the Period of Employment, devote substantially all of his time and attention during normal business hours to the performance of services for Cendant. The Executive will maintain a primary office, and conduct his business, in London, U.K. The parties hereby acknowledge that the Executive’s duties and responsibilities will include, without limitation, managing the Cendant EMEA headquarters in London, U.K. and managing substantially all of Cendant’s EMEA businesses. Notwithstanding the foregoing, the parties hereto acknowledge and agree that to the extent appointed contemplated herein, the Executive may be reassigned to the Alternative Position (as defined below), and upon such event, this Agreement (and the Period of Employment) will, after giving effect to any changes associated with such change of position, remain in full force and effect. B. The Executive agrees that at any time during the Period of Employment, he may be reassigned by the Supervising Officer to the Alternative Position, but only in the event that either (i) the Alternative Position is reasonably acceptable to the Executive or elected(ii) each of (a) the Executive may perform substantially all of his duties in any of London, serve on Parsippany, New Jersey or New York, New York (or, in the Board case of Parsippany or New York, any location within 15 miles thereof) and (b) Cendant reasonably determines that the Alternative Position is a suitable position for the Executive (after giving due consideration to his skills and abilities); provided, however, that in no event will any Alternative Position be proposed to the Executive unless such position provides overall compensation (including bonus opportunity), employee benefits and perquisites which, in the aggregate, are no less favorable to the Executive than provided to him hereunder. C. Cendant agrees that at any time during the Period of Employment, the Executive may provide notice to the Supervising Officer requesting that he relinquish the Europe Position and be reassigned to a substitute position (the “Substitute Position”). Cendant will give due consideration to such request and will use reasonable efforts to identify a Substitute Position reasonably suitable for the Executive as determined by Cendant in its sole and reasonable discretion. If Cendant is unable to offer the Executive a Substitute Position within 180 days of its receipt of such notice, the Executive may either (i) withdraw his request for reassignment to the Substitute Position and maintain the Europe Position or (ii) terminate this Agreement as a director Constructive Discharge (as defined below). If Cendant offers the Executive a Substitute Position within 180 days of its receipt of such notice, the Executive may either (i) accept the Substitute Position or (ii) reject the Substitute Position. If the Executive accepts the Substitute Position, this Agreement (and the Period of Employment) shall continue in full force and effect. If the Executive rejects the Substitute Position, this Agreement will be determined terminated as a member of Resignation (as defined below); provided, however, that any committee rejection of the BoardSubstitute Position will instead be deemed a Constructive Discharge in the event that the Substitute Position would require the Executive to perform substantially all of his duties in any location other than Parsippany, New Jersey or New York, New York (or, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"location within 15 miles thereof), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Operating Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During (A) The Executive shall, effective August 27, 2018, or such other date as mutually agreed (the Employment Term“Effective Date”), the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or and, in such higher capacity capacity, shall be responsible for the general management of the business, affairs and operations of the Company, shall perform such duties as agreed are customarily performed by the Company a chief executive officer of a company of a similar size, and the Executive. The Executive shall report exclusively have such power and authority as shall reasonably be required to enable her to perform her duties hereunder; provided, however, that in exercising such power and authority and performing such duties, she shall at all times be subject to the Chief Executive Officer and authority of the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the CompanyParent. The Executive shall have report to the Board of Directors of the Parent or the Executive Chairman and/or Chairman of the Parent. Commencing on the Effective Date, the Executive shall be required to report to the Company’s headquarters in New Jersey but she acknowledges that she will be required to travel on business on a reasonable basis in the performance of her duties. (B) As soon as practicable following the Effective Date, authorities the Executive shall be appointed a director of the Parent and responsibilities generally commensurate with of VSI and shall be nominated to each respective board each year thereafter during the dutiesTerm (as defined in Section 3 below), authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. respective board’s fiduciary duties. (C) The Executive shall agrees to devote substantially all of her business time, attention and energies services to the performance diligent, faithful and competent discharge of her such duties hereunder, provided for the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent successful operation of the Chief Executive Officer or Company’s business. Notwithstanding the Organization and Compensation Committee (or its successor) foregoing, upon the approval of the Board (of Directors of the "O&C Committee")Parent, which consent will approval may be withheld in its sole discretion, the Executive may serve as a director of a for-profit or a not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companiesfor-profit company that is not a Competitive Business (as defined in Section 6), provided that these activities do such service does not materially interfere with the performance of her duties Executive’s obligations hereunder or create a potential business conflict or of interest. For the appearance thereof. The Company has consented avoidance of doubt, Executive shall be permitted to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing continue to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service serve as a director of entities any entity for which she is already serving as a director as of the Effective Date, provided that such service does not related interfere with her diligent, faithful and competent discharge of her duties to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International General Counsel of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall also serve as a member of the Management Committee (or any equivalent committee or group as may replace the Management Committee from time to time). The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, cases without additional compensation or benefits benefits, and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, subject to the By-laws of the Company and the organizational structure of the Company. The Except as provided in the next succeeding sentence, the Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented In particular, Executive (a) may continue to the Executive's services serve as a part-time partner at Xxxxxxxx & Xxxxxxxx LLP, and (b) may serve on the boards board of directorsdirectors of each of (i) The Xxxxxx X. Xxxx Foundation, if any(ii) the Air Force Academy Falcon Foundation, on which the Executive currently serves(iii) IGI, which boards the Executive has disclosed Inc. and (iv) ePlus, Inc., in writing to the O&C Committee. The Executive may retain each case retaining any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyemoluments therefrom.

Position and Responsibilities. (a) During the Employment Termfirst twelve (12) months of the Term of this Agreement, Executive shall be employed as the Executive Vice President, Financial Support Services Division of the Bank, and it is contemplated by the parties that Executive shall continue to serve as the Executive Vice President - Government and International President, Financial Support Services Division of the Company or Bank throughout the entire Term of this Agreement; provided, however, that in such higher capacity as agreed no event shall Executive be employed by the Company Bank after the first twelve (12) months of this Agreement at a lower position or rank or with substantially diminished authority or responsibilities than Vice President and the Executiveany such diminution in position or authority shall not be considered a breach of this Agreement. The Executive shall report exclusively devote his full time and efforts solely to the Chief Executive Officer business of Bank and shall diligently, efficiently and effectively perform such duties as shall be assigned to him, which shall consist of the general and active management of the Financial Support Services Division of Bank and such other duties of supervision and management as are generally vested in the office of a financial support services department of a corporation or as are set forth in job descriptions established from time to time by the Board of Directors of the Company Bank for such offices. Executive shall at all times during the Term of this Agreement refrain from doing any act, disclosing any information or making any statements to any person other than Officers or Directors of Bank which may result in the disclosure of confidential information or adversely affect the good reputation of Bank in the community or which might adversely affect the professional or business relationship between Bank and any business, depositor, borrower or any other person with whom Bank is doing business or is contemplating doing business. (the "Board"). The b) Bank shall provide Executive shallwith an office, secretarial assistance and such other facilities and support services as shall be suitable to the extent appointed or elected, serve on the Board Executive's position and responsibilities as a director set forth above and as a member may be necessary to enable Executive to perform such duties effectively and efficiently. (c) In connection with Executive's employment by the Bank, Executive shall maintain his office at the principal executive offices of any committee Bank located at 9 North High Street, West Xxxxxxx, Xxxxxxxxxxxx, xx xx xxxx xxxxx Xxxx xffice as the President or Board of Directors of the BoardBank may select within the immediate vicinity of West Chester, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the CompanyPennsylvania.

Position and Responsibilities. During the Employment TermPeriod, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of each of CRC and OpCo and, prior to an Initial Public Offering, shall serve as a member of the Board of Directors of the Company CRC (the "“Board"”). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities such duties and responsibilities generally commensurate as are customarily assigned to individuals serving in such positions, including without limitation duties and responsibilities with regard to subsidiaries and such other duties consistent with Executive’s title and position as the dutiesBoard specifies from time to time. CRC agrees that, authorities in respect of periods following an Initial Public Offering and during the Employment Period, CRC shall propose to the shareholders of CRC at each relevant annual meeting during such periods the election of the Executive as a member of the Board; provided, that the failure of the shareholders so to elect the Executive shall not constitute Good Reason for termination by the Executive hereunder. Executive shall devote all of his skill, knowledge and business time to the conscientious performance of the duties and responsibilities of persons such position, except for vacation time as set forth in Section 6(c), absence for sickness or similar capacities in similarly sized companies subject to the By-laws of the Company disability and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in time spent performing services for any charitable, religious, community or service, industry affairs, from managing her and her family's personal passive investmentsassociation, and (with the consent of the Chief Executive Officer or the Organization community organization activities and Compensation Committee (or its successor) of the Board (the "O&C Committee")may manage his own finances, which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities so long as such services do not materially interfere with the performance of her Executive’s duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which cause the Executive currently serves, which boards to breach any of the Executive has disclosed in writing to the O&C Committeeprovisions of Section 9. The Executive may retain any compensation or benefits received as a result of consented to service act as a director of entities for other companies, so long as his duties as an outside director do not related materially interfere with Executive’s duties hereunder and, except with respect to directorships set forth on Exhibit A hereto, subject to the Companyprior written consent of the Board (such consent not to be unreasonably withheld).

Position and Responsibilities. During the Employment Term, the The Executive shall agrees to serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and Chairman of the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall at all times report to, and Executive's activities shall at all times be subject to the direction and control of, the Board of the Company and the Executive shall exercise such powers and comply with and perform, faithfully and to the best of Executive's ability, such directions and duties in relation to the business and affairs of the Company and/or its Board of Directors (the "Board") as may from time to time be vested in or requested of Executive. The Executive shall devote substantially all of her Executive's business time, attention time and energies efforts to the performance of her Executive's duties consistent with Executive's position hereunder, ; provided that the foregoing will first part of this sentence shall not prevent the preclude Executive from (x) participating in charitable, community civic duties or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayedy) serving on as a member of the board of directors of any other companiescompany if the Company consents in writing to such service (such consent not to be unreasonably withheld), provided in each such case to the extent that these such activities do not materially interfere with impair Executive's ability to perform Executive's duties hereunder. If Executive shall be elected to offices of the performance Company or any of her duties hereunder its subsidiaries or create a potential business conflict or the appearance thereofaffiliates, he shall serve in such positions without further compensation than provided for in this Agreement. The Company has consented to the Executive shall perform Executive's services on under this Agreement at such locations as may be required by the boards Company within a twenty-five mile radius of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company's headquarters as of the date of this Agreement, subject to reasonable business travel requirements.

Position and Responsibilities. (a) During the Employment Termperiod of Executive’s employment under this Agreement, the Executive shall agrees to serve as the Chairman, President and Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by and of the Bank. Executive shall have responsibility for the general management and control of the business and affairs of the Company and the Executive. The Executive its affiliates and shall report exclusively perform all duties and shall have all powers which are commonly incident to the offices of Chairman, President and Chief Executive Officer and or which, consistent with those offices, are delegated to him by the Board of Directors of the Company (the "Board"“Board of Directors”). The , and Executive shall, shall report directly to the extent appointed or electedBoard of Directors. (b) During the period of Executive’s employment under this Agreement, serve on the Board as a director except for periods of absence occasioned by illness, vacation, and as a member reasonable leaves of any committee of the Boardabsence, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention attention, skill and energies efforts to the faithful performance of her his duties hereunderunder this Agreement, provided including activities and services related to the foregoing will not prevent the Executive from participating in charitableorganization, community or industry affairs, from managing her operation and her family's personal passive investments, and (with the consent management of the Chief Executive Officer or Company and its affiliates, as well as participation in community, professional and civic organizations, which may promote the Organization and Compensation Committee (or its successor) business affairs of the Board (Company. Notwithstanding any provisions herein to the "O&C Committee")contrary, which consent will not be unreasonably withheldExecutive may serve, conditioned or delayed) serving continue to serve, on the board of directors of other companies, provided that these activities do not materially interfere Prudential Insurance Company of America Mutual Fund Complex and boards of directors (or similar bodies) of not-for-profit entities. (c) The Company will furnish Executive with the performance of her working facilities and staff customary for executive officers with the titles and duties hereunder or create a potential business conflict or the appearance thereofset forth in this Agreement and as are necessary for him to perform his duties. The Company has consented to the Executive's services on the boards location of directors, if any, on which such facilities and staff shall be at the Executive currently servesOffices, which boards or such other location as is mutually agreed to between the Company and Executive. (d) During the period of Executive’s employment under this Agreement, the Board of Directors shall take all actions necessary to appoint Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related the Company and the Bank and to the Executive Committee of each of the boards of directors of the Company and the Bank if any and to nominate him for election by the Company’s shareholders as a member of the Board of Directors, and, upon such appointment or election, Executive agrees to serve in such capacity. Upon Executive’s termination of employment as an officer and employee of the Company for any reason, Executive hereby agrees and acknowledges that this Agreement shall constitute such individual’s letter of resignation as a member of the Board of Directors of the Company, the Bank, and all related entities of the Company and the Bank, effective as of the date of such termination of employment.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by Exchange and Chairman of the Company and the ExecutiveBoard. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board Board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's Exchange’s subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the CompanyExchange) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the CompanyExchange. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Companycapacities. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided provided, however, to the foregoing will extent the following activities do not prevent materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof (or such interference or conflict as has been specifically barred by the Board or a committee thereof), the Executive from participating in charitablemay, community or industry affairs, from managing her and her family's personal passive investments, and (with subject to the consent prior approval of the Chief Executive Officer or Chairman of the Organization Human Resources and Compensation Committee (or its successor) of the Board (the "O&C “HRC Committee"”), which consent will not be unreasonably withheld, conditioned or delayed) serving , serve as an officer, employee, agent, director, trustee or committee member of any religious, charitable, educational, civic or other nonbusiness organization. The Executive may not serve as an officer, employee, agent, director, trustee or committee member of any other entity; provided however, that the Executive may retain his position as director of the entity listed under “Other Entities” on Exhibit A until the board next annual shareholder election for directors to be held following the Effective Date. The Executive and the Exchange agree that Exhibit A hereto identifies each of directors the entities described in the preceding paragraph that the Executive serves as of other companiesthe Effective Date as an officer, provided employee, agent, director, trustee or committee member (the “Listed Entities”). The Exchange and the Executive agree that these the Executive may continue to serve the Listed Entities in the same or similar capacities during the Employment Term to the extent that such activities do not materially interfere or conflict in any substantial way with the performance of her the Executive’s responsibilities and duties hereunder or create a potential business conflict or under this Agreement. Notwithstanding the appearance thereof. The Company has consented foregoing, the Exchange and the Executive agree that, subject to the Executive's services Exchange’s Statement of Business Conduct and Ethics as it exists from time to time, including, without limitation, the policies on the boards ownership and disclosure of directorssecurities contained therein, if any, on which nothing herein shall prevent the Executive currently servesfrom managing his personal investments (subject to applicable Exchange policies on permissible investments) or accepting an appointment and serving as an executor, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation administrator or benefits received as trustee of an estate or a result of consented to service as trust under a director of entities not related to the Companywill or a trust agreement made by an individual.

Position and Responsibilities. (a) During the Employment Termperiod of Executive’s employment under this Agreement, the Executive shall agrees to serve as the President and Chief Executive Vice President - Government and International Officer of the Company or in such higher capacity as agreed by and of the Bank. Executive shall have responsibility for the general management and control of the business and affairs of the Company and the Executive. The Executive its affiliates and shall report exclusively perform all duties and shall have all powers which are commonly incident to the offices of President and Chief Executive Officer and or which, consistent with those offices, are delegated to him by the Board of Directors of the Company (the "Board"“Board of Directors”). The , and Executive shall, shall report directly to the extent appointed or electedBoard of Directors. (b) During the period of Executive’s employment under this Agreement, serve on the Board as a director except for periods of absence occasioned by illness, vacation, and as a member reasonable leaves of any committee of the Boardabsence, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention attention, skill and energies efforts to the faithful performance of her his duties hereunderunder this Agreement, provided including activities and services related to the foregoing will not prevent the Executive from participating in charitableorganization, community or industry affairs, from managing her operation and her family's personal passive investments, and (with the consent management of the Chief Executive Officer or Company and its affiliates, as well as participation in community, professional and civic organizations, which may promote the Organization and Compensation Committee (or its successor) business affairs of the Board (Company. Notwithstanding any provisions herein to the "O&C Committee")contrary, which consent will not be unreasonably withheldExecutive may serve, conditioned or delayed) serving continue to serve, on the board of directors of other companies, provided that these activities do not materially interfere Prudential Insurance Company of America Mutual Fund Complex and boards of directors (or similar bodies) of not-for-profit entities. (c) The Company will furnish Executive with the performance of her working facilities and staff customary for executive officers with the titles and duties hereunder or create a potential business conflict or the appearance thereofset forth in this Agreement and as are necessary for him to perform his duties. The Company has consented to the Executive's services on the boards location of directors, if any, on which such facilities and staff shall be at the Executive currently servesOffices, which boards or such other location as is mutually agreed to between the Company and Executive. (d) During the period of Executive’s employment under this Agreement, the Board of Directors shall take all actions necessary to appoint Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related the Company and the Bank and to the Executive Committee of each of the boards of directors of the Company and the Bank and to nominate him for election by the Company’s shareholders as a member of the Board of Directors, and, upon such appointment or election, Executive agrees to serve in such capacity. Upon Executive’s termination of employment as an officer and employee of the Company for any reason, Executive hereby agrees and acknowledges that this Agreement shall constitute such individual’s letter of resignation as a member of the Board of Directors of the Company, the Bank, and all related entities of the Company and the Bank, effective as of the date of such termination of employment.

Position and Responsibilities. During the Employment TermTerm of Employment, the Executive shall serve have the position and responsibilities described in this paragraph 2. Executive shall be employed as the Company’s Executive Vice President - Government President, Chief Financial Officer and International of Chief Restructuring Officer, with the Company or in such higher capacity as agreed by the Company general executive powers and the Executiveauthority that accompany those positions. The Executive shall report exclusively directly to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities the duties and responsibilities generally commensurate that are typically performed by the chief financial officer of a public company, as well as any other duties consistent with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject his position that are assigned to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of by the Chief Executive Officer or the Organization Board. In addition, as Executive Vice President, Chief Financial Officer and Compensation Committee (or its successor) Chief Restructuring Officer, Executive shall have overall responsibility for management of the Board Company’s chapter 11 reorganization, including: (i) development of a short-term and long-term business plan and a strategic plan; (ii) development of a plan of reorganization; (iii) evaluation of all assets and management of the "O&C Committee")disposition of nonstrategic assets; and (iv) employment and management of all outside professionals involved in any matter relating to the restructuring. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, which consent will not his principal place of employment shall be unreasonably withheldthe Company’s corporate offices wherever located. (a) Executive shall devote all of his full business time and his best efforts, conditioned or delayedskill, and attention to the Company’s business and affairs and to promoting the Company’s best interests. (b) Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving on the board boards of directors of not more than two other companiescorporations and/or charitable organizations (subject to the approval of the Chief Executive Officer, such approval not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that these any such activities listed in (i) and (ii) above do not materially interfere in more than a de minimis manner with the proper performance of her his duties and responsibilities hereunder or create a potential business conflict or and comply with the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed limitations set forth in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyparagraph 5.a.

Position and Responsibilities. During the Employment Term, the Executive shall serve as the Executive Vice President - Government and International Chief Human Resources Officer of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-non- corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her his position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his business time, attention and energies to the performance of her his duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her his and her his family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her his duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company.

Position and Responsibilities. During the Employment Term, the Executive 1.1 Employee shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws President of the Company and shall report to the organizational structure Company's Board of Directors. Employee shall be responsible for performing the duties and exercising supervision over the business of the CompanyCompany as determined by the Board of Directors. The Without limiting the foregoing, unless otherwise determined by the Board of Directors, Employee shall be responsible for performing the duties and exercising supervision as are customarily performed by the President and Chief Executive Officer. Employee agrees to hold any additional officer and director positions to which he is elected. 1.2 During the term of this Agreement, Employee shall devote substantially all of her business time, attention and energies his full time to the performance of her the duties hereunderunder this Agreement. Employee shall perform his duties under this Agreement to the best of Employee's ability and shall devote his best efforts to the performance of these duties and to the business and affairs of Company, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (accordance with the reasonable instructions and directions of the Board of Directors, and, in doing so, shall duly and faithfully perform and observe any and all reasonable rules and policies which Company may now or shall hereafter establish governing the conduct of its business. 1.3 The primary place for the performance of Employee's duties shall be New York, New York, or at such other locations as the Company shall reasonably designate. Although the parties acknowledge that Employee's duties hereunder will require travel out of the United States, if Employee is required to remain outside the New York Metropolitan Area for a period of more than three consecutive months, the Company, at its sole and reasonable expense, will relocate Employee and his family to the new location upon terms and conditions reasonably acceptable to Employee. 1.4 Except upon the prior written consent of the Chief Executive Officer Company, Employee will not, during the term of this Agreement, (i) accept any other employment, or the Organization and Compensation Committee (ii) engage directly or its successorindirectly in any other business activity (whether or not pursued for pecuniary advantage) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere are competitive with the performance of her duties hereunder or Company, that will create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to interest with the Company, or that otherwise directly interferes with Employee's duties and responsibilities hereunder.

Position and Responsibilities. During A. The Company hereby agrees to employ Employee subject to the Employment Termgeneral supervision, the Executive shall serve as the Executive Vice President - Government orders, advice and International direction of the Company or in such higher capacity as agreed Company, and subject to the terms of this Agreement. Employee hereby accepts employment by the Company and as the ExecutiveCompany's Vice Chairman, President-Merchandising. The Employee will perform duties as determined by the Chief Executive Officer of the Company. Employee shall report exclusively directly to the Chief Executive Officer and the Board of Directors or such other senior executive officer of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of designated by the Chief Executive Officer or the Organization and Compensation Committee (or its successor) person performing the duties of the Board Chief Executive Officer. In addition, Employee shall be a member of the Management Committee and the Operating Committee. B. Throughout the term of this Agreement (the "O&C Committee"as defined below), which consent Employee shall devote his entire working time, energy, attention, skill and best efforts to the affairs of the Company and to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company. Approval of board memberships and participation in lectures and teaching activities will be at the discretion of the Chief Executive Officer; however, such approval will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these such activities do not materially significantly interfere with the performance of her Employee's duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to under this Agreement. C. Employee shall comply with the Company's Code of Ethical Standards and Business Practices and all employment policies of general applicability. Employee further agrees that he will maintain the Company's high standards in dealing with vendors, customers, consultants and employees in an ethical, honest, courteous and respectful manner.

Position and Responsibilities. During the Employment TermPeriod, the Executive shall serve as the President of North American Operations and Executive Vice President - Government of the Company. Executive shall have the responsibility to direct the management and International policies of the Company’s North American Operations and to make day-to-day as well as long-term decisions on matters of management, policy and operations. Such duties shall include, but not be limited to, direction and control with respect to the following matters: (i) recruitment, retention, compensation and discharge of employees, including decision-making authority regarding salary increases, bonus programs, performance programs and all other human resource functions; (ii) capital expenditures; (iii) legal (iv) accounting (including management systems and reporting); (v) field operations; (vi) franchising activities (including marketing and branding); and (vii) corporately owned store locations, in each case subject to the oversight of the CEO and the Board of Directors (or any committee thereof) of the Company (the Board or in such higher capacity committee referred to as agreed by the Company and the Executive“Board”). The Executive shall report exclusively to also have such other duties and responsibilities consistent with Executive’s title and position as the Chief Executive Officer and the Board of Directors of the Company (the "Board")specifies from time to time. The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her his skill, knowledge, commercial efforts and business time, attention and energies time to the conscientious and good faith performance of her his duties hereunder, and responsibilities for the Company to the best of his ability; provided the foregoing will not prevent the Executive from participating that nothing in charitable, this Agreement prohibits Executive’s involvement in (a) community or industry affairscharitable activities or (b) personal or family investment-related activities, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these as long as such activities do not materially interfere or conflict with the Employee’s performance of her his duties and services hereunder or create a potential business conflict or fiduciary conflict. In this regard, Company hereby approves of Executive’s retained equity position in Heartland Holdings of Delaware LLC and Heartland Merger Holdings LLC, the appearance thereofparent companies of existing franchisees of the Company. The Company has consented further approves of Executive’s equity interests in limited liability companies that own, in the aggregate, four (4) parcels of real estate leased as Burger King store locations with two (2) of such locations being leased to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related directly to the Company.

Position and Responsibilities. During the Employment Termterm of this Agreement, Employee agrees to serve as Vice President of SDC and as President of ISC (for purposes of this Agreement, the Executive "Company" includes SDC and ISC) as defined in the Agreement and Plan of Merger (the "PLAN") by and among The Software Developer's Company, Inc., ISC Acquisition Corp., ("MERGER SUB") and ISC. Employee shall serve as at all times report to, and his activities shall at all times be subject to the Executive Vice President - Government direction and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to control of, the Chief Executive Officer ("CEO") and Board of Directors (the "BOARD") of Parent. Employee shall exercise such powers and comply with and perform, faithfully and to the best of his ability, such directions and duties in relation to the business and affairs of the Company and ISC as may from time to time be vested in or requested of him by the CEO or the Board. Employee agrees to devote substantially all of his business time, attention and services to the diligent, faithful and competent discharge of his duties for the successful operation of the Company's and ISC's business. During the term hereof, except as permitted by Section 7(b) Employee will not have any managerial or operational responsibility in any enterprise, firm, corporation, trust or other business entity other than the Company and ISC. Nothing herein shall prevent the ownership by Employee of an equity interest in any business entity provided that such ownership does not contravene the Company's conflict of interest policies as in effect from time to time, and Employee shall be entitled to serve on the board of directors of a corporation that is not competitive with the business of the Company to the extent permitted under the Company's policies in effect from time to time and to the extent authorized by the Board of Directors of the Company. The performance of Employee's duties hereunder shall not require Employee to relocate to another company or affiliated facility more than 50 miles from the Hingham, Massachusetts facility without the Employee's consent. As soon as practicable following the execution of this Agreement, Employee shall become an ex officio non-voting participant of the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities Employee shall be a credit with regard entitled to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially attend all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) meetings of the Board (of Directors. Prior to next year's annual meeting of stockholders and as long as Employee is employed by the "O&C Committee")Company during the term of this Agreement, which consent will not Employee shall be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented nominated to the Executive's services on the boards Board of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received Directors as a result regular voting member of consented to service the Board of Directors. If elected by the stockholders, Employee shall accept such position and perform his duties as a director of entities not related to the CompanyDirector thereunder.

Position and Responsibilities. (a) During the Employment Term, Executive shall be employed as the Company’s Chief Executive Officer, with the general powers, authority and responsibilities that accompany that position. Within 90 days following the commencement of the Term, the Company agrees to use its best efforts to nominate Executive shall serve as for, and to persuade the Company’s shareholders to make Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each casea manner consistent with the Company’s Articles of Incorporation and/or Bylaws, without additional compensation. The Executive shall, and the Company shall use its best efforts to ensure that all requirements for Executive’s appointment to the extent appointed Board are met on or electedbefore December 31, serve 2007. Executive hereby agrees to tender his resignation from his position as a director or as a member of any committee Director of the board (Company upon the termination of his employment for any reason. Nothing contained herein shall guarantee Executive a position or continuing position on the equivalent bodies in a non-corporate subsidiary or affiliate) of any Board nor affect the rights of the Company's subsidiaries or affiliates and as an officer or employee ’s shareholders to elect Board members. (in a capacity commensurate with her position with the Companyb) of any such subsidiaries or affiliatesAs Chief Executive Officer, in all cases, without additional compensation or benefits and any compensation paid Executive shall report directly to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive Board and shall have duties, authorities the duties and responsibilities generally commensurate that are typically performed by a chief executive officer, as well as any other lawful executive duties and executive offices assigned to Executive by the Board consistent with Executive’s position, the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws size of the Company and the organizational structure of qualified personnel employed by the Company. The Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time as are applicable to him. Except for any period during which Executive is required to provide a notice of termination to his pre-Term employer, not to exceed 14 days, Executive shall devote substantially all of her his full business time, attention time and energies best efforts to the performance of her duties hereunderCompany’s business and affairs; Executive shall not be paid his Base Salary for any full day during which he is unable to perform material work for the Company during such 14 day period. Notwithstanding the foregoing, provided the foregoing will not prevent the nothing herein shall preclude Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayedi) serving on the board of directors one or more charitable organizations (subject to the approval of other companiesthe Board, such approval not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that these any such activities listed in (i) and (ii) above do not materially interfere in more than a de minimis manner with the proper performance of her his duties and responsibilities hereunder or create a potential business conflict or and comply with the appearance thereof. The Company has consented limitations set forth in Paragraph 5(a) below. (c) Subject to the Paragraph 4(a)(iv), below, Executive's services on the boards ’s principal place of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to employment shall be the Company’s corporate headquarters, currently located in Iselin, New Jersey, but Executive shall be required to engage in reasonable and customary business travel on behalf of the Company including visiting existing facilities owned or operated by the Company and recruiting prospective hospitals and physicians.

Position and Responsibilities. (a) During the Employment TermTerm (as defined below), the Executive shall agrees to continue to serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the CompanyBank. The Executive shall have responsibility for the general management and control of the business and affairs of the Company and its affiliates, and shall perform all duties and shall have all powers which are commonly incident to the offices of President and Chief Executive Officer or which, consistent with those offices, are delegated to him by the Board, and Executive shall report directly to the Board. (b) During the Term, except for periods of absence occasioned by illness, vacation and reasonable leaves of absence, Executive shall devote substantially all of her his business time, attention attention, skill and energies efforts to the faithful performance of her his duties hereunderunder this Agreement, provided including activities and services related to the foregoing will not prevent the Executive from participating in charitableorganization, community or industry affairs, from managing her operation and her family's personal passive investments, and (with the consent management of the Chief Executive Officer or Company and its affiliates, as well as participation in community, professional and civic organizations, which may promote the Organization and Compensation Committee (or its successor) business affairs of the Board (Company. Notwithstanding any provisions herein to the "O&C Committee")contrary, which consent will not be unreasonably withheldExecutive may serve, conditioned or delayed) serving continue to serve, on the board of directors of other companies, provided that these activities do not materially interfere Prudential Insurance Company of America Mutual Fund Complex and boards of directors (or similar bodies) of not-for-profit entities. (c) The Company shall furnish Executive with the performance of her working facilities and staff customary for executive officers with the titles and duties hereunder or create a potential business conflict or the appearance thereofset forth in this Agreement and as are necessary for him to perform his duties. The Company has consented to the Executive's services on the boards location of directors, if any, on which such facilities and staff shall be at the Executive currently servesOffices, which boards or such other location as is mutually agreed to between the Company and Executive. (d) During the period of Executive’s employment under this Agreement, the Board shall take all actions necessary to appoint Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related the Company and the Bank and to the Executive Committee of each of the boards of directors of the Company and the Bank and to nominate him for election by the Company’s shareholders as a member of the Board, and, upon such appointment or election, Executive agrees to serve in such capacity. Upon Executive’s termination of employment as an employee of the Company for any reason (the date of such termination, the “Date of Termination”), Executive agrees and acknowledges that this Agreement shall constitute his letter of resignation as a member of the Board, the Bank, and all related entities of the Company and the Bank, effective as of the Date of Termination.

Position and Responsibilities. (a) During the Employment Termfirst calendar year of the Term of this Agreement, Xxxxx shall be employed as the President and Chief Executive Officer of the Corporation and the Bank, and it is contemplated by the parties that Xxxxx shall continue to serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer of the Corporation and the Bank throughout the entire Term of this Agreement; provided, however, that in no event shall Xxxxx be employed by the Corporation and/or the Bank during any calendar year subsequent to the first calendar year of this Agreement at a lower position or rank or with substantially diminished authority or responsibilities than Senior Vice President and any such diminution in position or authority shall be considered a breach of this Agreement. Xxxxx shall devote his full time and efforts solely to the business of FNB and shall diligently, efficiently and effectively perform such duties as shall be assigned to him, which shall consist of the general and active management of the business of FNB and such other duties of supervision and management as are generally vested in the office of President or Senior Vice President of a corporation or as are set forth in job descriptions established by the Boards of Directors of the Corporation and/or the Bank for such offices. Xxxxx shall at all times during the Term of this Agreement refrain from doing any act, disclosing any information or making any statements to any person other than officers of FNB which may result in the disclosure of confidential information or adversely affect the good reputation of FNB in the community or which might adversely affect the professional or business relationship between FNB and any business, depositor, borrower or any other person with whom FNB is doing business or is contemplating doing business. (b) FNB shall provide Xxxxx with an office, secretarial assistance and such other facilities and support services as shall be suitable to Xxxxx'x position and responsibilities as set forth above and as may be necessary to enable Xxxxx to perform such duties effectively and efficiently. (c) In connection with Xxxxx'x employment by the Corporation and the Bank, Xxxxx shall maintain his office at the principal executive offices of FNB located at 0 Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx, or at such other FNB office as the Board of Directors of the Company (Corporation and/or the "Board"). The Executive shallBank may select within the immediate vicinity of West Chester, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the CompanyPennsylvania.

Position and Responsibilities. During the Employment Term, the (a) Executive shall will serve as the President of SEC Compliance, Inc. in charge of managing SEC Compliance (or such other companies, title or titles, if any, as may be assigned to Executive) reporting directly to the Company’s Chief Executive Officer, E. Jxxxx Xxxxxxx (who, for purposes of this Agreement may be referred to as the “President” ). Executive’s duties will also include marketing, business development and financial advisory services. Executive agrees to perform such services as may from time to time be assigned to him by the President or by the Company’s Board of Directors provided that such services are, at all times, commensurate with those services which would be typically provided by a Vice President - Government in charge of managing SEC Compliance. Executive will perform the majority of his job responsibilities from his home office or such other location as Executive and International the Company agree. Executive agrees that his position with the Company, overseeing SEC Compliance, will be his primary occupation during the Term. In turn, the Company acknowledges that Executive will devote a reasonable amount of professional time to fulfilling Executive’s duties and obligations to other enterprises with which Executive is affiliated or engaged. (b) Executive further agrees to serve, if elected, as a director of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any affiliate of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to officer of the Executivecompany, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have dutiesthe right to refuse such appointment, authorities and responsibilities generally commensurate with if he does, the dutiesoptions provided for in the LOI shall not be granted. (c) During the period of his engagement hereunder, authorities and responsibilities of persons in similar capacities in similarly sized companies subject Executive will devote his reasonable best efforts to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the faithful performance of her his duties hereunder, provided the foregoing will . Executive agrees not prevent the Executive from participating to engage in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided any business activity that these activities do not would materially interfere with the Executive’s performance of her his duties hereunder or create a potential business conflict or the appearance thereofunder this Agreement. The Company has consented acknowledges that Executive’s current roles and responsibilities with respect to the other enterprises with which Executive is affiliated or engaged do not and shall not be deemed to interfere with Executive's services on the boards ’s performance of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committeehis obligations under this Agreement. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Company...

Position and Responsibilities. During the Employment Term, the Executive shall serve (a) The Company hereby employs Employee and Employee hereby accepts employment as the Executive Vice President - Government President, Bon-Ton and International Exxxx-Xxxxxxx Stores. Employee shall have responsibilities for the Company’s Bon-Ton and Exxxx-Xxxxxxx Stores and Visual matters and/or such other responsibilities commensurate with those of the Company or in such higher capacity as agreed by the Company Company’s Executive Vice President, Stores and the Executive. The Executive shall report exclusively to the Chief Executive Officer and the Board of Directors of the Company or such other senior officers whom the Chief Executive Officer may designate. (b) Throughout the "Board"). The Executive shallterm of this Agreement, Employee shall devote his entire working time, energy, attention, skill and best efforts to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws affairs of the Company and to the organizational structure performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company. The Executive Employee may not, directly or indirectly, do any work for or on behalf of a competitor or any other company while employed by the Company, without the approval of the Board of Directors. However, nothing herein contained shall devote substantially all be deemed to prevent or limit the right of her business timeEmployee to invest any of his personal funds in less than one percent of any class or series of the equity securities of any entity provided such equity securities are traded on a national securities exchange or quoted in an automated inter-dealer quotation system, attention and energies to the performance of her duties hereunder, provided the foregoing nor shall this clause be construed as preventing Employee from investing his assets in such other form or manner as will not prevent require any services on the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investmentspart of the Employee in, and will not permit the control by the Employee of any aspect of, the operation or the affairs of entities (with or affiliates of such entities) in which such investments are made. Approval of board memberships and participation in lectures and teaching activities will be at the consent discretion of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee")Officer; however, which consent such approval will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these such activities do not materially significantly interfere with Employee’s duties under this Agreement. (c) Employee shall not obtain goods or services or otherwise deal on behalf of the performance Company with any business or entity in which Employee or a member of her duties hereunder his immediate family has a financial interest or create from which Employee or a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards member of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive his immediate family may retain any compensation or benefits received derive a financial benefit as a result of consented such transaction, except that this prohibition shall not apply to service as any entity whose equity securities are traded on a director national securities exchange or quoted in an automated inter-dealer quotation system provided that neither Employee nor any member of entities not related to his immediate family owns one percent or more of any class or series of the Companyoutstanding capital stock or other securities of such entity.

Position and Responsibilities. During the Employment TermTerm of Employment, the Executive shall serve have the position and responsibilities described below. Executive shall be employed as the Executive Vice President - Government Company’s EVP – Power Operations, with the general power and International of the Company or in such higher capacity as agreed by the Company and the Executiveauthority that accompanies that position. The Executive shall report exclusively directly to the Chief Executive Officer and the Board of Directors of the Company (the "Board"). The Executive shall, to the extent appointed or elected, serve on the Board as a director and as a member of any committee of the Board, in each case, without additional compensation. The Executive shall, to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (in a capacity commensurate with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities the duties and responsibilities generally commensurate that are typically performed by an EVP – Power Operations, as well as any other duties consistent with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject Executive’s position that are assigned to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of by the Chief Executive Officer or the Organization Board. In addition, as Executive Vice President – Power Operations, Executive shall: (i) have overall responsibility for production and Compensation Committee execution of business plans, strategies, and goals for Power Operations, all day-to-day power plant operations, major maintenance and capital project planning, asset management and project development; and (or its successorii) participate in the formulation of Company’s business and strategic plans. Executive agrees to comply with such lawful policies of the Board Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, Executive’s principal place of employment shall be the Company’s corporate offices wherever located. (a) Executive shall devote all of his full business time and his best efforts, skill, and attention to the "O&C Committee")Company’s business and affairs and to promoting the Company’s best interests. (b) Notwithstanding the foregoing, which consent will not be unreasonably withheld, conditioned or delayednothing herein shall preclude Executive from (i) serving on the board of directors of one other companiescorporation (subject to the approval of the Chief Executive Officer, such approval not to be unreasonably withheld), (ii) serving on the board of directors of one charitable organization (subject to the approval of the Chief Executive Officer, such approval not to be unreasonably withheld), (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that these any such activities listed in (i), (ii) and (iii) above do not materially interfere in more than a de minimis manner with the proper performance of her his duties and responsibilities hereunder or create a potential business conflict or and comply with the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed limitations set forth in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companyparagraph 5.a.

Position and Responsibilities. During The Company shall employ the Employment TermEmployee in the position of Interim CEO, the Executive shall serve as the Executive Vice President - Government and International of the Company or in such higher capacity as agreed by the Company and the Executive. The Executive shall report exclusively reporting solely to the Chief Executive Officer and the Board of Directors of the Company (the "“Board"”), and assuming and discharging such responsibilities as are commensurate with such position. The Employee shall comply with and be bound by the Company’s operating policies, procedures and practices from time to time in effect during his employment. During the Employee’s employment with the Company, the Employee shall devote his time, skill and attention to his duties and responsibilities, and shall perform them faithfully, diligently and competently, and the Employee shall use his best efforts to further the Company’s business; provided, however, that the Company acknowledges that the Employee will be entitled to remain on the boards of directors of companies on which he already serves as a director (provided that any such activities do not at the time the activity or activities commence or thereafter (x) create an actual or potential business or fiduciary conflict of interest or (y) individually or in the aggregate, interfere materially with the performance of the Employee’s duties to the Company). The Executive shallIn the event that the Company hires a permanent chief executive officer, the Employee agrees to assist in the extent appointed orderly transition of the duties and responsibilities of the chief executive officer and shall provide transition and mentoring services as reasonably requested by the chief executive officer or electedthe Board. In the event that the Company hires a permanent chief executive officer, serve the Employee will remain on the Board as a non-employee director and as a member of any committee following the end of the Board, Employee’s service as the Interim CEO and thereafter become entitled to receive cash compensation in each case, without additional compensation. The Executive shall, the form of retainer and committee fees customarily payable to the extent appointed or elected, serve as a director or as a member of any committee of the board (or the equivalent bodies in a Company non-corporate subsidiary or affiliate) of any of the Company's subsidiaries or affiliates and as an officer or employee (directors in a capacity commensurate accordance with her position with the Company) of any such subsidiaries or affiliates, in all cases, without additional compensation or benefits and any compensation paid to the Executive, or benefits provided to the Executive, in such capacities shall be a credit with regard to the amounts due hereunder from the Company. The Executive shall have duties, authorities and responsibilities generally commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies subject to the By-laws of the Company and the organizational structure of the Company. The Executive shall devote substantially all of her business time, attention and energies to the performance of her duties hereunder, provided the foregoing will not prevent the Executive from participating in charitable, community or industry affairs, from managing her and her family's personal passive investments, and (with the consent of the Chief Executive Officer or the Organization and Compensation Committee (or its successor) of the Board (the "O&C Committee"), which consent will not be unreasonably withheld, conditioned or delayed) serving on the board of directors of other companies, provided that these activities do not materially interfere with the performance of her duties hereunder or create a potential business conflict or the appearance thereof. The Company has consented to the Executive's services on the boards of directors, if any, on which the Executive currently serves, which boards the Executive has disclosed in writing to the O&C Committee. The Executive may retain any compensation or benefits received as a result of consented to service as a director of entities not related to the Companypolicies.