Common use of Position Duties and Responsibilities Place of Performance Clause in Contracts

Position Duties and Responsibilities Place of Performance. (a) Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Senior Vice President and Chief Executive Accounting Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President and & Chief Executive Investment Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Farmington, Connecticut office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President Vice President, Finance and Chief Executive Financial Officer of the Company (Company, together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) , and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his her full business time, attention, skill and best efforts to the performance of his her duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his her duties for the Company, or (z) interferes with the exercise of his her judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCEO, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his her personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his her duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Goleta, California, although Executive understands and agrees that she may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President and Chief Executive Officer of the Company (Company, together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) , and shall have such duties typically associated with such title. Subject to Executive also shall serve as a member of the foregoingCompany’s Board, Employee also agrees to serve and as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case case, without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Goleta, California, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, and responsibilities as specified by the Board, in each case without additional compensationperson to which the Employee directly reports and who supervises the Employee's work on a regular basis. Employee shall report directly These duties and exclusively responsibilities may be modified from time to time and as are consistent with the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive OfficerEmployee's position. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be at the Company's principal executive offices in Hamilton, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President Chief Operating Officer and Chief Executive Customer Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to Employee’s sole remedy for any alteration of the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officeremployment arrangement (including compensation terms) is set forth in Section 8 of this Agreement. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term, Employee shall be employed and serve as Chief Financial Officer of the President Company and shall have such duties and responsibilities as are commensurate with such title. In addition, Employee shall serve as the “principal accounting officer” of the Company as that term is designated under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, except as may otherwise be determined by the Board. The Employee shall report to the Board of Directors and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as and shall carry out and perform all orders, directions and policies given to Employee by the Board shall specify from time to time) of Directors and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director Chief Executive Officer of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly consistent with his position and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Any relevant industry related involvement through ownership, board representation or investments shall be disclosed by the Employee.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President Executive Vice President, Chief Legal and Chief Executive Administrative Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject to the foregoingIn addition, Employee also agrees to may serve as an officer and/or director the “principal financial officer” of the Company or any parent or subsidiary as that term is designated under Rule 16a-1(f) of the CompanySecurities Exchange Act of 1934, as specified amended, except as may otherwise be determined by the Board, in each case without additional compensation. The Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board of Directors of the Company and thereafter nominate shall carry out and perform all orders, directions and policies given to Employee as a nominee for election to by the Board of Directors of the Company consistent with his position and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Any relevant industry related involvement through ownership, board representation or investments shall be disclosed to the Compensation Committee by the Employee.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s 's title as the Chief Executive Officer and/or Board shall specify from time to time) and shall have such duties typically associated with such title. Subject Employee shall report to the foregoing, Chief Executive Officer. Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and reasonable best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment without the written permission of the Board, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardBoard (which consent shall not be withheld unreasonably), 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be in Franklin, Tennessee, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chairman, Chief Executive Officer and President of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall initially be employed and serve as the President Chief Financial Officer (the “CFO”) and Chief Executive the Principal Accounting Officer (“PAO”) of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such titletitles. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. The Employee shall report directly and exclusively to the BoardChief Executive Officer and shall carry out and perform all orders, directions and policies given to him by the Chief Executive Officer and the Board consistent with his position and title(s). In additionDuring the Term of Employment, the Company shall promptly appoint may direct the Employee to relinquish either the Board CFO or the PAO title (but not both), along with the duties and thereafter nominate Employee responsibilities as are commensurate with such relinquished title, and any such relinquishment shall not be deemed a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerconstructive termination or any other termination under Section 8 hereof. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and receiving compensation for other business activities, including asset management and investment activities, which do not constitute prohibited activities as set out in clause (x), and (iii) subject to the terms and conditions set forth in Section 10 hereof, from managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President of Sales and Chief Executive Officer Marketing of the Company CCS (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be in the Tampa Bay/Clearwater metropolitan area, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Chief Financial Officer and Senior Vice President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that Employee shall notify the Company in writing prior to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date hereof with respect to such activities in which Employee is already participating), and Employee’s participation in such activities shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company believes such activities are interfering with his duties and responsibilities and provided Employee has properly notified the Company of his participation in such activities as provided above, the Company shall send Employee a written notice specifying such activities, and Employee shall have thirty (30) days to limit such activities so as to comply with the proviso in the preceding sentence. (c) Employee’s principal place of employment shall be in Tampa, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer and President of the Company (together with such other position or positions consistent with Employee’s title titles as the Board shall specify from time to time) ). In this capacity, Employee shall have all of the duties customarily associated with the position of a company’s highest ranking executive officer and shall have such duties typically associated with such titlereport directly to the Board. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s principal executive offices in Hamilton, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Executive Investment Officer of the Company (together with such other position or positions consistent with Employee’s Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject title and shall report to the foregoing, Employee Company's Chief Executive Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company's executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCompany (which shall not be unreasonably withheld), 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive's principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively Notwithstanding anything contained herein to the Board. In additioncontrary, in connection with any restructuring of the Company Group, the Company shall promptly appoint be permitted to transfer Employee’s employment to any other member of the Company Group without such transfer in and of itself resulting in an event pursuant to which Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officermay terminate employment with Good Reason. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s New York office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer (the “CEO”) of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. The Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election shall carry out and perform all orders, directions and policies given to him by the Board consistent with his position and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and receiving compensation for other business activities, including asset management and investment activities, which do not constitute prohibited activities as set out in clause (x), and (iii) subject to the terms and conditions set forth in Section 10 hereof, from managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment (defined below), Employee shall be employed and serve as the President and Chief Executive Operating Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities that are commensurate with such title. Subject The Employee shall report to the foregoing, Employee also agrees to serve as an officer and/or director Board of the Company or any parent or subsidiary and shall carry out and perform all orders, directions and policies given to Employee by the Board of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly Company consistent with his position and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business timebest efforts, attention, energy and efforts time to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) materially interferes with the proper Employee’s duties and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment responsibilities to serve and act in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein. The “Term of Employment” shall mean the period commencing on the Effective Date and, unless terminated sooner as provided in Section 4 hereof, continuing until December 31, 2016; provided, however, that the Term of Employment shall be extended automatically following December 31, 2016 for a one (1) year term and thereafter for successive one (1) year terms on the first anniversary of the then current term if neither the Company nor Employee has advised the other in writing in accordance with Section 10 at least sixty (60) days prior to the end of the then current term that such term will not be extended for an additional one (1) year term.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Xxxxxxxx, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President and Executive Vice President, Chief Technology Officer for the Company reporting to the Company’s Chief Executive Officer of (the Company (“CEO”), together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) , and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCEO, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunderhereunder or otherwise conflict with the terms of the Confidentiality Agreement (as defined above). (c) Executive’s principal place of employment shall be in Sxxxxxxx, New Jersey or such other location mutually agreed by Executive and the CEO in writing, although Executive understands and agrees that he may be required to travel from time to time for business reasons. The Company, as part of an accountable plan, shall reimburse Executive’s ordinary and necessary business expenses incurred by Executive in connection with Executive’s visits to and work from the Company’s Goleta, California location, including, without limitation, reasonable travel and accommodations consistent with the Company’s then existing policies. To the extent Executive’s principal place of employment is outside of the State of New Jersey, Executive acknowledges and agrees that, at the Company’s direction, Executive may be required to execute a new At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (or such other similar agreement in use by the Company at such time) that the Company uses with employees in Executive’s principal place of employment.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President and General Counsel & Executive Vice President, Business Development for the Company reporting to the Company's Chief Executive Officer of the Company (Officer, together with such other position or positions consistent with Employee’s Executive's title as the Board shall specify from time to time) time and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his their full business time, attention, skill and best efforts to the performance of his their duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his their duties for the Company, or (z) interferes with the exercise of his their judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCEO, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his their duties and responsibilities hereunderhereunder or otherwise conflict with the terms of the Confidentiality Agreement (as defined above). (c) Executive's principal place of employment shall be from the company's planned facility in Boston a minimum of three (3) days onsite with the option to work remote on two (2) days per week unless otherwise mutually agreed in writing. Although the Executive understands and agree that they may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Senior Vice President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) Company, and shall have such duties as are typically associated with such title. Subject to During the foregoingTerm of Employment, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee Executive shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive OfficerPresident. (b) Subject Executive's duties shall be comprised of such matters as are customarily performed by someone serving in his position for a publicly-traded holding including such matters as may be reasonably directed by the Chief Executive Officer, President or Board of the Company from time to time during the terms and conditions set forth in this Agreement, Employee Term of Employment. (c) Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment the Term of Employment (provided, however, that it is anticipated that Executive may enter into individual agreements with companies affiliated with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests's consent). Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) above shall be limited by Employee Executive so as not materially to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder, or to compete, directly or indirectly with the business of the Company or any Affiliate. (d) Executive's principal place of employment shall be in Pima County, Arizona, although Executive understands and agrees that he will be required to travel from time to time for business reasons (including as reasonably required to the Company's principal place of business in Dragoon, AZ, or such other business locations as may be established by the Company from time to time during the Term of Employment).

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Operating Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject Employee shall report to the foregoingBoard and shall carry out and perform all orders, directions and policies given to him by the Board consistent with his position and title. Employee also agrees to serve as an officer and/or director of any member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to , except as provided herein or in a separate agreement between the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerparties. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. In addition, as soon as practicable following the Commencement Date, Employee shall report directly and exclusively be appointed to the Board. In addition, the Company and shall promptly appoint Employee to serve as a member of the Board and thereafter nominate Employee as a nominee for election to during the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive OfficerTerm of Employment without additional compensation. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs, and (iv) performing such activities set forth on Exhibit A, attached hereto; provided, however, that the activities set out in clauses (i), (ii), (iii) and (iiiiv) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Exhibit 10.2-Xxxxxxxxx Employment Agreement (c) Employee’s principal place of employment shall be at the Company’s New York, New York offices, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President and & Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s New York office, although Employee understands and agrees that he may be required to travel from time to time for business reasons. Employee agrees to spend 10% of his annual working time in Switzerland.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President and Chief Executive Information Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company Group to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Farmington, Connecticut, office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Operating Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title, including, without limitation, supervising operations and management of the Company and its subsidiaries. Subject Employee shall continue to serve on the foregoingBoard as of the Commencement Date, and shall be nominated by the Company to serve as a member of the Board after his current term on the Board expires and as necessary thereafter to allow Employee to serve on the Board during the Term of Employment, in each case, without additional compensation. Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. Employee agrees to comply with any of the Company’s written policies, including payola, plugola and conflicts of interest. Notwithstanding the foregoing, in addition to the duties and responsibilities set forth in this Section 3(a), Employee shall have the duties and responsibilities of the principal executive officer of the Company only for that period beginning on the Commencement Date and ending immediately after the complete and final filing of the Company’s Form 10-Q for the fiscal quarter ended September 30, 2005. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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 organizationsbusinesses, (ii) engaging in charitable activities and community affairs, including serving as a member of the board of directors or advisory boards of charitable organizations, industry trade associations, condominiums or cooperatives, and (iii) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Provided that such activities do not materially interfere with Employee’s duties for the Company, Employee shall be permitted to (A) continue acting as Managing Partner for Oak Feed Real Estate, LLC (a real estate holding company) and for Aquatic Xxxxxxxxx LLC (a boat and auto holding company), and (B) invest in one or more radio stations and to serve as a member of the board of directors (or other governing body) of any such radio stations. (c) Employee’s principal place of employment shall be in West Palm Beach, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer [ ] of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s [ ] office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Executive Investment Officer of the Company (together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to Although Executive is not a Member of the Board. In additionBoard of Directors as of the Effective Date, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company’s executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present at any meeting of the Board and solicit proxies for his election for so long as he continues pursuant to serve as President and Chief Executive Officerwhich an agenda item concerns or otherwise relates to Executive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as a member of the President Board and as the Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardBoard (which consent shall not be unreasonably withheld, delayed or conditioned), as a member of the board boards 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be in Franklin, Tennessee, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Vice President and Chief Executive Operating Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) Company, and shall have such duties as are typically associated with such titletitles. Subject During the Term of Employment, Executive shall report directly to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary President of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject Executive's duties shall be comprised of such matters as are customarily performed by someone serving in his position for a publicly-traded mining company, including such matters as may be reasonably directed by the President, Chief Executive Officer, Board of Directors of the Company and/or any Committee of the Board of Directors from time to time during the terms and conditions set forth in this Agreement, Employee Term of Employment. (c) Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment the Term of Employment (provided, however, that it is anticipated that Executive may enter into individual agreements with companies affiliated with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests's consent). Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards or providing consulting services to (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) above shall be limited by Employee Executive so as not materially to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder, or to compete, directly or indirectly with the business of the Company or any Affiliate. (d) Executive's principal place of employment shall be the Company's principal places of business in Tucson, AZ and, or the Company’s Xxxxxxx Camp Mine in Dragoon, AZ, or such other place as may be prescribed by the Board of Directors, acting reasonably, and Executive understands and agrees that he will be required to travel from time to time for business reasons (including as reasonably required to other business locations as may be established by the Company from time to time during the Term of Employment).

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Executive Officer Controller of the Company (together with such other position or positions consistent with Employee’s Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject It is currently expected that Executive will report to the foregoing, Employee Company's Chief Financial Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company's executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his her full business time, attention, skill and best efforts to the performance of his her duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his her duties for the Company, or (z) interferes with the exercise of his her judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his her personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his her duties and responsibilities hereunder. (c) Executive's principal place of employment shall be in Austin, Texas, although Executive understands and agrees that she may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Vice President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) Company, and shall have such duties as are typically associated with such titletitles. Subject During the Term of Employment, Executive shall report directly to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary President of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject Executive's duties shall be comprised of such matters as are customarily performed by someone serving in his position for a publicly-traded mining company, including such matters as may be reasonably directed by the President, Chief Executive Officer, Board of Directors of the Company and/or any Committee of the Board of Directors from time to time during the terms and conditions set forth in this Agreement, Employee Term of Employment. (c) Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment the Term of Employment (provided, however, that it is anticipated that Executive may enter into individual agreements with companies affiliated with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests's consent). Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards or providing consulting services to (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) above shall be limited by Employee Executive so as not materially to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder, or to compete, directly or indirectly with the business of the Company or any Affiliate. (d) Executive's principal place of employment shall be the Company's principal place of business in Tucson, AZ, or such other place as may be prescribed by the Board of Directors, acting reasonably, and Executive understands and agrees that he will be required to travel from time to time for business reasons (including as reasonably required to the Company's Xxxxxxx Camp Mine in Dragoon, AZ, or such other business locations as may be established by the Company from time to time during the Term of Employment).

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Executive Vice President, Chief Executive Corporate Strategy Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company Group to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Farmington, Connecticut, office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President of U.S. Operations, Distribution and Chief Executive Officer Marketing of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively Notwithstanding anything contained herein to the Board. In additioncontrary, in connection with any restructuring of the Company Group, the Company shall promptly appoint be permitted to transfer Employee’s employment to any other member of the Company Group without such transfer in and of itself resulting in an event pursuant to which Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officermay terminate employment with Good Reason. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at 100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President Chief Executive and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) Company, and shall have such duties as are typically associated with such titletitles. Subject During the Term of Employment, Executive shall report directly to the foregoing, Employee also agrees to serve as an officer and/or director Board of the Company or any parent or subsidiary Directors of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject Executive's duties shall be comprised of such matters as are customarily performed by someone serving in his position for a publicly-traded mining company, including such matters as may be reasonably directed by the Board of Directors of the Company and/or any Committee of the Board of Directors from time to time during the terms and conditions set forth in this Agreement, Employee Term of Employment. (c) Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment the Term of Employment (provided, however, that it is anticipated that Executive may enter into individual agreements with companies affiliated with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests's consent). Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards or providing consulting services to (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) above shall be limited by Employee Executive so as not materially to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder, or to compete, directly or indirectly with the business of the Company or any Affiliate. (d) Executive's principal place of employment shall be the Company's principal place of business in Tucson, AZ, or such other place as may be prescribed by the Board of Directors, acting reasonably, and Executive understands and agrees that he will be required to travel from time to time for business reasons (including as reasonably required to the Company's Xxxxxxx Camp Mine in Dragoon, AZ, or such other business locations as may be established by the Company from time to time during the Term of Employment).

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer Vice Chairman of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Boston office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment (defined below), Employee shall be employed and serve as the President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities that are commensurate with such title. Subject The Employee shall report to the foregoing, Employee also agrees to serve as an officer and/or director Board of the Company or any parent or subsidiary and shall carry out and perform all orders, directions and policies given to Employee by the Board of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly Company consistent with his position and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business timebest efforts, attention, energy and efforts time to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) materially interferes with the proper Employee’s duties and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment responsibilities to serve and act in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein. The “Term of Employment” shall mean the period commencing on the Effective Date and, unless terminated sooner as provided in Section 4 hereof, continuing until December 31, 2016; provided, however, that the Term of Employment shall be extended automatically following December 31, 2016 for a one (1) year term and thereafter for successive one (1) year terms on the first anniversary of the then current term if neither the Company nor Employee has advised the other in writing in accordance with Section 10 at least sixty (60) days prior to the end of the then current term that such term will not be extended for an additional one (1) year term.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title 's titles as the Board shall specify from time to time) ). As the Chief Executive Officer of the Company, Employee shall have all of the duties customarily associated with the position of a company's highest ranking executive officer and shall have such duties typically associated with such titlereport directly to the Board. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be at the Company's principal executive offices in Hamilton, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Operating Officer — Specialty Products Division of the Company CCS Medical (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be in the Tampa Bay/Clearwater metropolitan area, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer Vice President, Exploration & Production of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject Employee shall report to the foregoingPresident and CEO and shall carry out and perform all orders, directions and policies given to him by the President and CEO consistent with his position and title. Employee also agrees to serve as an officer and/or director of any member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to , except as provided herein or in a separate agreement between the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerparties. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President Executive Vice President, General Counsel and Chief Executive Claims Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company Group to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. In the event the position of global head of claims becomes available, Employee shall be offered such position in addition to those positions set forth herein and shall have such duties typically associated with such additional title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Farmington, Connecticut, office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer President, Brokerage Division of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively Notwithstanding anything contained herein to the Board. In additioncontrary, in connection with any restructuring of the Company Group, the Company shall promptly appoint be permitted to transfer Employee’s employment to any other member of the Company Group without such transfer in and of itself resulting in an event pursuant to which Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officermay terminate employment with Good Reason. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s New York office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Operating Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company Group to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. In the event the position of Chief Operating Officer of Holdings’ United States operations becomes available, Employee shall be offered such position and shall have such duties typically associated with such additional title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Farmington, Connecticut, office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Chief Operating Officer and Senior Vice President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that Employee shall notify the Company in writing prior to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date hereof with respect to such activities in which Employee is already participating), and Employee’s participation in such activities shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company believes such activities are interfering with his duties and responsibilities and provided Employee has properly notified the Company of his participation in such activities as provided above, the Company shall send Employee a written notice specifying such activities, and Employee shall have thirty (30) days to limit such activities so as to comply with the proviso in the preceding sentence. (c) Employee’s principal place of employment shall be in Tampa, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Information Officer of the Company CCS (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be in the Tampa Bay/Clearwater metropolitan area, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to As of the Board. In additionCommencement Date, the Company shall promptly appoint parties hereto acknowledge that the Employee to the Board is not a U.S. citizen, and thereafter nominate Employee as a nominee for election result, in no event shall he hold any position which by applicable law is required to the Board be held by a U.S. citizen unless and solicit proxies for his election for so long as until he continues to serve as President and Chief Executive Officerbecomes a U.S. citizen. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that Employee shall notify the Company in writing prior to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date hereof with respect to such activities in which Employee is already participating), and Employee’s participation in such activities shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company believes such activities are interfering with his duties and responsibilities and provided Employee has properly notified the Company of his participation in such activities as provided above, the Company shall send Employee a written notice specifying such activities, and Employee shall have thirty (30) days to limit such activities so as to comply with the proviso in the preceding sentence. (c) Employee’s principal place of employment shall be in Tampa, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Executive Officer of Operations of the Company (together with such other position or positions consistent with Employee’s Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject title and shall report to the foregoing, Employee Company's Chief Executive Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company's executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive's principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer President, Spend Management Segment of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject to the foregoingIn addition, Employee also agrees to shall serve as an officer and/or director the “principal accounting officer” of the Company or any parent or subsidiary as that term is designated under Rule 16a-1(f) of the CompanySecurities Exchange Act of 1934, as specified amended, except as may otherwise be determined by the Board, in each case without additional compensation. The Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board of Directors of the Company and thereafter nominate shall carry out and perform all orders, directions and policies given to Employee as a nominee for election to by the Board of Directors of the Company consistent with his position and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Any relevant industry related involvement through ownership, board representation or investments shall be disclosed by the Employee.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President Executive Vice President-Operations and Chief Executive Officer Marketing of the Company (together with such other position or positions consistent with Employee’s Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject It is currently expected that Executive will report to the foregoing, Employee Company's Chief Financial Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company's executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his her full business time, attention, skill and best efforts to the performance of his her duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his her duties for the Company, or (z) interferes with the exercise of his her judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his her personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his her duties and responsibilities hereunder. (c) Executive's principal place of employment shall be in Austin, Texas, although Executive understands and agrees that she may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President President, Revenue Cycle Services and Chief Executive Officer of the Company Senior Vice President, National Revenue Cycle Services Sales (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve serve, if requested by the Company at any time and from time to time, as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s office in Saddle River, New Jersey, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to Although Executive is not a Member of the Board. In additionBoard of Directors as of the Effective Date, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company’s executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present at any meeting of the Board and solicit proxies for his election for so long as he continues pursuant to serve as President and Chief Executive Officerwhich an agenda item concerns or otherwise relates to Executive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer Vice President, Ocean, of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that Employee shall notify the Company writing prior to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date hereof with respect to such activities in which Employee is already participating), and Employee’s participation in such activities shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company believes such activities are interfering with his duties and responsibilities and provided Employee has properly notified the Company of his participation such activities as provided above, the Company shall send Employee a written notice specifying such activities, and Employee shall have thirty (30) days to limit such activities so as to comply with the proviso in the preceding sentence. (c) Employee’s principal place of employment shall be in Tampa, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer Vice President, Commercial, of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that Employee shall notify the Company in writing prior to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date hereof with respect to such activities in which Employee is already participating), and Employee’s participation in such activities shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company believes such activities are interfering with his duties and responsibilities and provided Employee has properly notified the Company of his participation in such activities as provided above, the Company shall send Employee a written notice specifying such activities, and Employee shall have thirty (30) days to limit such activities so as to comply with the proviso in the preceding sentence. (c) Employee’s principal place of employment shall be in Tampa, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President and Company’s Chief Executive Officer of the Company (and President together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) , and shall have such duties duties, responsibilities and authority typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee Executive shall report directly and exclusively to the Board. In addition, on the Company Effective Date, Executive shall promptly appoint Employee be appointed to the Board and thereafter nominate Employee serve as a nominee member of the Board, subject to any required stockholder approvals, and shall be nominated for applicable re-election to the Board and solicit proxies for his election for so long throughout the Term of Employment as he continues to serve as President and Chief Executive OfficerOfficer of the Company. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunderhereunder or otherwise conflict with the terms of the Confidentiality Agreement (as defined above). (c) Executive’s principal place of employment initially shall be at his home office in the Commonwealth of Massachusetts or such other location mutually agreed by Executive and the Board in writing, although Executive understands and agrees that his continued employment with the Company is contingent on his relocation to the Company Headquarters Area (as defined below) by the Relocation Deadline (as defined below). Executive may be required to travel from time to time for business reasons, and prior to Executive’s relocation to the Company Headquarters Area, the Company, as part of an accountable plan, shall reimburse Executive’s ordinary and necessary reasonable travel expenses incurred by Executive in connection with Executive’s visits to and work from the Company’s then-current headquarters (the “Company Headquarters”), consistent with the Company’s then existing policies. For the avoidance of doubt, the Company will not reimburse Executive for any expenses for temporary housing or other accommodations in connection with Executive’s visits to and work from the Company Headquarters. To the extent Executive’s principal place of employment changes, Executive acknowledges and agrees that, at the Company’s direction, Executive may be required to execute a new At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (or such other similar agreement in use by the Company at such time) in a form provided by the Company (Executive also agrees to cooperate with the Company as reasonably necessary to make updates to other employment agreements in connection with any such relocation as may be requested by the Company).

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President Executive Vice President, General Counsel and Corporate Secretary for the Company reporting to the Company’s Chief Executive Officer of the Company (Officer, together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) , and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCEO, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunderhereunder or otherwise conflict with the terms of the Confidentiality Agreement (as defined above). (c) Executive’s principal place of employment shall be in Goleta, California although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President Executive Vice President, Chief Financial Officer and Chief Executive Officer Treasurer of the Company (together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject title and shall report to the foregoing, Employee Company’s Chief Executive Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company’s executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s Executive's title as the Board and/or the Executive Committee shall specify from time to time) and shall have such duties typically associated with such title. Subject Executive shall report directly to the foregoingfull Board and/or the Executive Committee. In addition, Employee Executive shall be nominated for election to the Board for so long as the Executive is employed hereunder, so long as such nomination or election would not, in the reasonable judgment of the Board, contravene any prohibitions or guidelines for good governance under applicable law or the rules of any stock exchange or body to those jurisdiction the Company is subject. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company to the extent such service is consistent with his position with the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardBoard and/or the Executive Committee, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive's principal place of employment shall be in Manhattan, New York, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Operations Officer – US. Reinsurance of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively Notwithstanding anything contained herein to the Board. In additioncontrary, in connection with any restructuring of the Company Group, the Company shall promptly appoint be permitted to transfer Employee’s employment to any other member of the Company Group without such transfer in and of itself resulting in an event pursuant to which Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officermay terminate employment with Good Reason. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s New York office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President and Chief Executive Operating Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment (defined below), Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) – Bridger Aerospace Group, LLC and shall have such duties typically associated and responsibilities that are commensurate with such title. Subject title and such other duties and responsibilities as may reasonably be assigned in relation to the foregoing, Company and its affiliates. The Employee also agrees shall report to serve as an officer and/or director the Board of the Company or any parent or subsidiary (which for the avoidance of the Company, as specified doubt shall include a representative appointed by the BTO Investor (the “Board”)) and shall carry out and perform all orders, in each case without additional compensationdirections and policies given to Employee by the Board consistent with his position and title. Employee shall report directly and exclusively to the Board. In addition, The Employee’s principal place of employment with the Company shall promptly appoint be in Bozeman, Montana, provided that the Employee may be required to the Board and thereafter nominate Employee as a nominee travel from time to time for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerbusiness purposes. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business timebest efforts, attention, energy and efforts time to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) materially interferes with the proper Employee’s duties and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment responsibilities to serve and act in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing profit businesses and charitable organizationsor, with the prior approval of the Company’s board, for business that are not engaged in any Competing Business (as defined below) including any business expressly identified in Section 4(q)); (ii) engaging in charitable activities and community affairs, ; and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein. The “Term of Employment” shall mean the period commencing on Closing and, unless terminated sooner as provided in Section 4 hereof, continuing until December 31, 2020; provided, however, that the Term of Employment shall be extended automatically following December 31, 2020 for successive one (1) year terms on the first anniversary of the then current term if neither the Company nor Employee has advised the other in writing in accordance with Section 10 at least sixty (60) days prior to the end of the then current term that such term will not be extended for an additional one (1) year term.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Senior Vice President, Chief Executive Officer Actuary, of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company Group to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Farmington, Connecticut, office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, and responsibilities as specified by the Board, in each case without additional compensationperson to which the Employee directly reports and who supervises the Employee’s work on a regular basis. Employee shall report directly These duties and exclusively responsibilities may be modified from time to time and as are consistent with the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive OfficerEmployee’s position. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses subsections (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s principal executive offices in Hamilton, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company both Holdings and CCS (together with such other position or positions consistent with Employee’s 's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be in the Tampa Bay/Clearwater metropolitan area, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Operations Officer — Diabetes Division of the Company CCS (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be in the Tampa Bay/Clearwater metropolitan area, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment (defined below), Employee shall be employed and serve as the President and Chief Executive Officer and President of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities that are commensurate with such title. Subject The Employee shall report to the foregoing, Employee also agrees to serve as an officer and/or director Board of the Company or any parent or subsidiary and shall carry out and perform all orders, directions and policies given to Employee by the Board of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly Company consistent with his position and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business timebest efforts, attention, energy and efforts time to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) materially interferes with the proper Employee’s duties and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment responsibilities to serve and act in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein. The “Term of Employment” shall mean the period commencing on the Effective Date and, unless terminated sooner as provided in Section 4 hereof, continuing until December 31, 2016; provided, however, that the Term of Employment shall be extended automatically following December 31, 2016 for a one (1) year term and thereafter for successive one (1) year terms on the first anniversary of the then current term if neither the Company nor Employee has advised the other in writing in accordance with Section 10 at least sixty (60) days prior to the end of the then current term that such term will not be extended for an additional one (1) year term.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment (defined below), Employee shall be employed and serve as the President and Executive Vice President, Chief Executive Legal Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities that are commensurate with such title. Subject title and such other duties and responsibilities as may reasonably be assigned in relation to the foregoing, Company and its affiliates. The Employee also agrees shall report to serve as an officer and/or director the Board of the Company or any parent or subsidiary (which for the avoidance of the Company, as specified doubt shall include a representative appointed by the BTO Investor (the “Board”)) and shall carry out and perform all orders, in each case without additional compensationdirections and policies given to Employee by the Board consistent with his position and title. Employee shall report directly and exclusively to the Board. In addition, The Employee’s principal place of employment with the Company shall promptly appoint be in Denver, Colorado, provided that the Employee may be required to the Board and thereafter nominate Employee as a nominee travel from time to time for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerbusiness purposes. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business timebest efforts, attention, energy and efforts time to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) materially interferes with the proper Employee’s duties and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment responsibilities to serve and act in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing profit businesses and charitable organizationsor, with the prior approval of the Company’s board, for business that are not engaged in any Competing Business (as defined below) including any business expressly identified in Section 4(q)); (ii) engaging in charitable activities and community affairs, ; and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein. The “Term of Employment” shall mean the period commencing on Closing and, unless terminated sooner as provided in Section 4 hereof, continuing until December 31, 2020; provided, however, that the Term of Employment shall be extended automatically following December 31, 2020 for successive one (1) year terms on the first anniversary of the then current term if neither the Company nor Employee has advised the other in writing in accordance with Section 10 at least sixty (60) days prior to the end of the then current term that such term will not be extended for an additional one (1) year term.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Executive Vice President, Chief Financial Officer for the Company reporting to the Company’s President and Chief Executive Officer of (the Company (“CEO”), together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) time and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCEO, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunderhereunder or otherwise conflict with the terms of the Confidentiality Agreement (as defined above). (c) Executive’s principal place of employment shall be at split between his home at 0 Xxxxxx Xxx Xxxxxxxxx, XX 00000 and other Inogen offices as designated within a reasonable commute from this location or such other location mutually agreed by Executive and the CEO in writing. Other business travel to locations outside of this designation will be treated as described in the Inogen travel policy.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President Executive Vice President, Chief Financial and Chief Executive Accounting Officer and Treasurer of the Company (together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject title and shall report to the foregoing, Employee Company’s Chief Executive Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to Although Executive is not a Member of the Board. In additionBoard of Directors as of the Effective Date, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company’s executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present at any meeting of the Board and solicit proxies for his election for so long as he continues pursuant to serve as President and Chief Executive Officerwhich an agenda item concerns or otherwise relates to Executive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Executive Officer of Investments of the Company (together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject It is currently expected that Executive will report to the foregoing, Employee Company’s Chief Executive Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company’s executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as Chief Financial Officer of the President Company and shall have such duties and responsibilities as are commensurate with such title. In addition, Employee shall serve as the “principal accounting officer” of the Company as that term is designated under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, except as may otherwise be determined by the Board. The Employee shall report to the Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject carry out and perform all orders, directions and policies given to Employee by the foregoing, Employee also agrees to serve as an officer and/or director Chief Executive Officer of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly consistent with his position and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officertitle. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Senior Vice President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject The Employee shall report to the foregoingBoard and shall carry out and perform all orders, directions and policies given to him by the Board consistent with his position and title. Employee also agrees to serve as an officer and/or director of any member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to , except as provided herein or in a separate agreement between the Boardparties. In addition, at such time that Employee obtains all required work permits in France, the Company shall promptly appoint cause Employee to be appointed as Chairman of Toreador Holding SAS (the Board “Appointment Date”). From and thereafter nominate after the Appointment Date, the Company shall expressly be permitted to have all or part of the Base Salary and STI Award paid to Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerby Toreador Holding SAS. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject Employee shall report to the foregoingBoard and shall carry out and perform all orders, directions and policies given to him by the Board consistent with his position and title. Employee also agrees to serve as an officer and/or director of any member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to , except as provided herein or in a separate agreement between the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerparties. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairsaffairs including the wind-down of his investment banking business conducted through Odin Advisors LLC; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Senior Vice President, Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that Employee shall notify the Company in writing prior to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date hereof with respect to such activities in which Employee is already participating), and Employee’s participation in such activities shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company believes such activities are interfering with his duties and responsibilities and provided Employee has properly notified the Company of his participation such activities as provided above, the Company shall send Employee a written notice specifying such activities, and Employee shall have thirty (30) days to limit such activities so as to comply with the proviso in the preceding sentence. (c) Employee’s principal place of employment shall be in Tampa, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Executive Vice President and Chief Executive Officer President, Revenue Cycle Technology of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company President, Client Management, Field Operations & Sales (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve serve, if requested by the Company at any time and from time to time, as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Alpharetta, Georgia, although Employee understands and agrees that he may be required to travel from time to time in the connection with his performance of duties hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards board (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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that Employee shall notify the Company in writing prior to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date hereof with respect to such activities in which Employee is already participating), and Employee’s participation in such activities shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company believes such activities are interfering with his duties and responsibilities and provided Employee has properly notified the Company of his participation in such activities as provided above, the Company shall send Employee a written notice specifying such activities, and Employee shall have thirty (30) days to limit such activities so as to comply with the proviso in the preceding sentence. (c) Employee’s principal place of employment shall be in Tampa, Florida, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, and responsibilities as specified by the Board, in each case without additional compensationperson to which the Employee directly reports and who supervises the Employee’s work on a regular basis. Employee shall report directly These duties and exclusively responsibilities may be modified from time to time and as are consistent with the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive OfficerEmployee’s position. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses subsections (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s principal executive offices in Hamilton, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the Executive Vice President and Chief Executive Officer of Capital Markets of the Company (together with such other position or positions consistent with Employee’s Executive's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject It is currently expected that Executive will report to the foregoing, Employee Company's Chief Financial Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company's executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive's principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President [__________] of both Holdings and Chief Executive Officer of the Company AWAC (together with such other position or positions consistent with Employee’s 's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be at the Company's corporate headquarters in Xxxxxxxx, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Compliance Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title, including but not limited to, serving as chief legal officer of the Company and overseeing and managing the Company’s legal budget and transactional, securities, litigation and regulatory matters. Subject Employee shall report to the foregoingBoard and shall carry out and perform all orders, directions and policies given to him by the Board consistent with his position and title. Employee also agrees to serve as an officer and/or director of any member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to , except as provided herein or in a separate agreement between the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerparties. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Employee’s existing appointments, as set forth in Schedule A hereto, are hereby approved.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment (defined below), Employee shall be employed and serve as the President and Chief Executive Investment Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities that are commensurate with such title. Subject title and such other duties and responsibilities as may reasonably be assigned in relation to the foregoing, Company and its affiliates. The Employee also agrees shall report to serve as an officer and/or director the Board of the Company or any parent or subsidiary (which for the avoidance of the Company, as specified doubt shall include a representative appointed by the BTO Investor (the “Board”)) and shall carry out and perform all orders, in each case without additional compensationdirections and policies given to Employee by the Board consistent with his position and title. Employee shall report directly and exclusively to the Board. In addition, The Employee’s principal place of employment with the Company shall promptly appoint be in Denver, Colorado, provided that the Employee may be required to the Board and thereafter nominate Employee as a nominee travel from time to time for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerbusiness purposes. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business timebest efforts, attention, energy and efforts time to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) materially interferes with the proper Employee’s duties and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment responsibilities to serve and act in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing profit businesses and charitable organizationsor, with the prior approval of the Company’s board, for business that are not engaged in any Competing Business (as defined below) including any business expressly identified in Section 4(q)); (ii) engaging in charitable activities and community affairs, ; and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) The Company agrees to employ Employee, and Employee agrees to serve the Company, on the terms and conditions set forth herein. The “Term of Employment” shall mean the period commencing on Closing and, unless terminated sooner as provided in Section 4 hereof, continuing until December 31, 2020; provided, however, that the Term of Employment shall be extended automatically following December 31, 2020 for successive one (1) year terms on the first anniversary of the then current term if neither the Company nor Employee has advised the other in writing in accordance with Section 10 at least sixty (60) days prior to the end of the then current term that such term will not be extended for an additional one (1) year term.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall initially be employed and serve as the President Chief Financial Officer (the “CFO”) and Chief Executive the Principal Financial Officer (“PFO”) of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such titletitles. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. The Employee shall report directly and exclusively to the BoardChief Executive Officer and shall carry out and perform all orders, directions and policies given to him by the Chief Executive Officer and the Board consistent with his position and title(s). In additionDuring the Term of Employment, the Company shall promptly appoint may direct the Employee to relinquish either the Board CFO or the PFO title (but not both), along with the duties and thereafter nominate Employee responsibilities as are commensurate with such relinquished title, and any such relinquishment shall not be deemed a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerconstructive termination or any other termination under Section 8 hereof. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and receiving compensation for other business activities, including asset management and investment activities, which do not constitute prohibited activities as set out in clause (x), and (iii) subject to the terms and conditions set forth in Section 10 hereof, from managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President [ ] of both Holdings and Chief Executive Officer of the Company AWAC (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s corporate headquarters in Xxxxxxxx, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee 3.1 During the Term of Employment, Executive shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and Officer. The Executive shall have such duties as are typically associated with such titletitles. Subject During the Term of Employment, Executive shall report directly to the foregoing, Employee also agrees to serve Board of Directors. 3.2 Executive’s duties shall be comprised of such matters as an officer and/or director are customarily performed by someone serving in his position for a publicly-traded holding including such matters as may be reasonably directed by the Board of the Company or any parent or subsidiary from time to time during the Term of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive OfficerEmployment. (b) Subject to the terms and conditions set forth in this Agreement, Employee 3.3 Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment the Term of Employment (provided, however, that it is anticipated that Executive may enter into individual agreements with companies affiliated with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interestsconsent). Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) above shall be limited by Employee Executive so as not materially to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder, or to compete, directly or indirectly with the business of the Company or any Affiliate. 3.4 Executive’s principal place of employment shall be in Tucson, Arizona, although Executive understands and agrees that he will be required to travel from time to time for business reasons, or such other business locations as may be established by the Company from time to time during the Term of Employment).

Position Duties and Responsibilities Place of Performance. (a) Employee shall have such duties and responsibilities as specified by the Direct Supervisor. These duties and responsibilities may be employed modified from time to time and serve as the President and Chief Executive Officer of the Company (together with such other position or positions are consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerposition. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesAffiliates, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board boards 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. In the event the Company determines in good faith that circumstances arising, directly or indirectly, from Employee’s employment with any prior employer have resulted in Employee’s inability to adequately perform his duties and responsibilities for the Company hereunder, the Company may, in its sole discretion, require Employee to resign from his employment pursuant to Section 7(f), which determination and action by the Company shall constitute neither a termination by the Company without Cause nor an event of Good Reason hereunder. (c) Employee’s principal place of employment shall be at the Company’s principal executive offices in Hamilton, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the Senior Vice President and Chief Executive Underwriting Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board or the officer of the Company Group to which Employee reports shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of any other member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, attention and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of any member of the Company or its subsidiariesGroup, (y) interferes with the proper and efficient performance of his duties for the Company, Company or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardCompany, 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) subject to the terms and conditions set forth in Section 10 9 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee’s principal place of employment shall be at the Company’s Farmington, Connecticut, office, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) Employee During the Term of Employment, Executive shall be employed and serve as the President and Chief Executive Officer Vice President, Public-Private Transactions of the Company (together with such other position or positions consistent with EmployeeExecutive’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject title and shall report to the foregoing, Employee Company’s Chief Investment Officer. Executive also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to If at any time during the Board. In additionTerm of Employment, Executive is not a Member of the Board of Directors, the Company parties acknowledge and agree that Executive shall promptly appoint Employee have the right to be present at any meetings of the Board at which the other members of the Company’s executive management team are permitted to attend, and shall receive notification in the same manner and timing as delivered to the Board and thereafter nominate Employee as a nominee for election with respect to such meetings; provided, however, that Executive shall not be entitled to be present during the Board and solicit proxies for his election for so long as he continues discussion of any agenda item which personally concerns or otherwise relates to serve as President and Chief Executive OfficerExecutive. (b) Subject to the terms and conditions set forth in this Agreement, Employee Executive shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, Company; (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee Executive from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee Executive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Executive’s principal place of employment shall be in Austin, Texas, although Executive understands and agrees that he may be required to travel from time to time for business reasons. In addition, Executive and the Company understand and agree that as of the Effective Date Executive performs his duties to the Company in Columbus, Ohio, Executive intends to relocate to Austin, Texas on or before September 1, 2009 and Executive may continue to perform such duties in Columbus, Ohio until such date.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President Chief Administrative Officer and Chief Executive Officer General Counsel of the Company (together with such other position or positions consistent with Employee’s 's title as the Chief Executive Officer and/or Board shall specify from time to time) and shall have such duties typically associated with such title. Subject Employee shall report to the foregoing, Chief Executive Officer. Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and reasonable best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment without the written permission of the Board, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardBoard (which consent shall not be withheld unreasonably), 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be in Franklin, Tennessee, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer (the “CEO”) of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate shall carry out and perform all orders, directions and policies given to him by the Board consistent with his position and title. During the Term of Employment, Employee as a nominee for election shall also continue to serve on the Board and solicit proxies shall be renominated for the Board at the expiration of his election for so long as he continues to serve as President and Chief Executive Officerthen current term(s). (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and reasonable best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity Term of Employment that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, serving as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and receiving compensation for other business activities, including asset management and investment activities, which do not constitute prohibited activities as set out in clause (x), and (iii) subject to the terms and conditions set forth in Section 10 hereof, from managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. Employee shall render services in satisfaction of his duties and responsibilities hereunder at such location or locations as he deems appropriate in his sole discretion and shall not be required hereunder to report to any offices of the Company or travel on Company business. (c) Notwithstanding the foregoing provisions of this Section 3, if during the Term and prior to the Repayment Lapse Date one or more members of the Company Group other than the Company shall cease to be a member of the Company Group, Employee may during the Term at the request of such former Company Group member devote such proportion of his business time to the management of such former Company Group member (and shall to that extent be relieved of his obligation to provide services hereunder) as does not exceed the ratio that the value of the assets (without regard to liabilities) of such former Company Group member at the time it becomes a former Company Group member bears to the aggregate value at such time of the assets (without regard to liabilities) of all companies that are members of the Company Group as of the Effective Date as reasonably determined by Employee, provided that the Company may request such former Company Group member to reimburse the Company for a proportional amount of the Compensation payable to Employee by Company pursuant to Section 4 hereof in respect of the period during which Employee is providing services to such former Company Group member. For avoidance of doubt, such service shall not violate any covenants hereunder applicable to Employee.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Financial Officer of the Company (together with such other position or positions consistent with Employee’s title 's titles as the Board shall specify from time to time) ), with all of the duties and shall have such duties typically responsibilities customarily associated with such titleposition. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be at the Company's principal executive offices in Hamilton, Bermuda, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as a member of the Board and as the President and Chief Executive Officer of the Company Spheris Holdings, Inc., Spheris Operations, Inc. and any entity controlling either such company, except for Warburg Pincus Private Equity VIII, L.P., its officers, directors, partners and affiliated funds (together with such other position or positions consistent with Employee’s 's title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case Company without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesCompany, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s 's best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the BoardBoard (which consent shall not be withheld unreasonably), 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) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. (c) Employee's principal place of employment shall be in Franklin, Tennessee, although Employee understands and agrees that he may be required to travel from time to time for business reasons.

Position Duties and Responsibilities Place of Performance. (a) During the Term of Employment, Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated and responsibilities as are commensurate with such title. Subject Employee shall report to the foregoingBoard and shall carry out and perform all orders, directions and policies given to him by the Board consistent with his position and title. Employee also agrees to serve as an officer and/or director of any member of the Company or any parent or subsidiary of the Company, as specified by the BoardGroup, in each case without additional compensation. Employee shall report directly and exclusively to , except as provided herein or in a separate agreement between the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officerparties. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this AgreementTerm of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiariesany other member of the Company Group, (y) interferes with the proper and efficient performance of his Employee’s duties for the Company, or (z) interferes with the Employee’s exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizationsbusinesses, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) ), and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.