Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at all times during the Employment Term, the Employee shall: (a) Hold the Position reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer which are consistent with the Position at a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the Employment Term-------------------------------------- Protected Period, the Employee shall: (a) Hold either (i) the Position reporting to position with the Chief Executive Officer Company that the Employee holds at the commencement of the Protected Period or (ii) a position with the Company (of greater duties, responsibilities and authority than the “Chief Executive Officer”)position with the Company that the Employee holds at the commencement of the Protected Period; (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee of a major corporation in the Position at comparable size corporations position of the Employee and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Position at a major corporationEmployee's position; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of employees at the Employee's level with the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at all times during the Employment Term, the Employee shall: (a) Hold During the Position reporting to Term, Executive shall (i) serve as the Chief Executive Officer of the Company and (the “Chief Executive Officer”); (bii) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations and such additional duties as may be assigned report directly to the Employee from time to time by the Board of Directors of the Company (the “Board”) or the in his capacity as Chief Executive Officer which are consistent and oversee the day-to-day operations of the Company. (b) On the Commencement Date, Executive shall be appointed to the Board and appointed to serve as the Chairman of the Board. At each annual meeting during the Term, the Board, in its sole discretion, may choose to appoint Executive to serve as the Chairman of the Board, provided further that, if the Board chooses to appoint a different individual as the Chairman of the Board, such decision shall not constitute a breach of this Agreement. Executive shall serve on the Board without any additional compensation. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the Date of Termination (as defined in Appendix II) and to the extent applicable, from the Board (and any committees thereof), the board of directors (and any committees thereof) of any of the Company’s affiliates and from any and all offices Executive holds with the Position at a major corporation;Company or any of the Company’s affiliates. (c) Adhere During the Term, Executive shall devote his full working time, attention and best efforts to such reasonable written policies the business of the Company and directivesshall use his best efforts to perform faithfully and efficiently Executive’s duties and responsibilities as set forth herein. Executive shall not, without the consent of the Board, directly or indirectly, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, partner, member, agent or representative of, any type of business or service other than as an employee and such reasonable unwritten policies and directives as are member of common knowledge to executive officers the Board of the Company. Notwithstanding the foregoing, it shall not be a violation of this Agreement for Executive to (i) serve as may be promulgated from time a director on the board of directors of Orbital ATK, Inc., (ii) serve as a director or an officer of, or otherwise participate in, non-profit, educational, social welfare, religious and civic organizations to time the extent such service has been approved by the Board (such approval not to be unreasonably withheld with respect to Executive’s service on civic or the Chief Executive Officer charitable boards or committees) or (iii) manage his personal, financial and which are applicable to executive officers of the Company; (d) Invest legal affairs, in the Company only in accordance with each case, so long as any ixxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s investment assets, provided such activities do not unreasonably interfere with the performance by of his duties and responsibilities to the Employee of Company and comply with the Employee’s duties hereunderconflict-of-interest policies applicable to the Company.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the -------------------------------------- Employment Term, the Employee shall: (a) Hold the Position position of VP, Operations reporting to the Chief Executive Officer of the Company (the “"Chief Executive -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer”"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations VP, Operations of a major corporation and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer which are consistent with the Position at position of VP, Operations of a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the -------------------------------------- Employment Term, the Employee shall: (a) Hold the Position position of Vice President, International reporting to the Chief Executive Officer of the Company (the “"Chief Executive -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer”"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations Vice President, International of a major corporation and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer which are consistent with the Position at position of Vice President, International of a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at all times during the Employment Term, the Employee shall: (a) Hold During the Position reporting Term, Executive shall serve as the Chief Financial Officer of the Company. Executive’s principal work location shall be at the Company’s offices at 00 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX XXX. Executive shall report directly and solely to the Chief Executive Officer of the Company (the “Chief Executive OfficerCEO”);) and shall have the duties customarily assigned to the chief financial officer of a public company operating in the Company’s industry. (b) Have those duties and responsibilitiesDuring the Term, and the authority, customarily possessed by the Position at comparable size corporations and such additional duties as may be assigned Executive shall devote substantially all his working time to the Employee from time to time by business of the Board of Directors Company and Diamond S Shipping Inc., a Xxxxxxxx Islands corporation and sole owner of the Company (the “BoardParent”), and each and all of the Company’s and the Parent’s respective direct and indirect affiliates and subsidiaries (collectively, the “Company Group”). Notwithstanding the foregoing, it shall not be a violation of this Agreement for Executive to (i) serve as a director or an officer of, or otherwise participate in, non-profit, educational, social welfare, religious and civic organizations, (ii) subject to the Chief advance written approval of the CEO, serve as a director of a for-profit entity or (iii) manage his personal, financial (to the extent Executive Officer which are consistent makes passive investments only) and legal affairs, in each case, so long as any such activities do not unreasonably interfere with the Position at a major corporation;performance of his duties and responsibilities to the Company and the Company Group and comply with the conflict-of-interest policies established by the Company and the members of the Company Group. (c) Adhere Executive shall at all times comply with and be subject to all applicable law, rules and regulations and such reasonable written policies and directivesprocedures as the Company, the Parent and such reasonable unwritten policies and directives as are Diamond S Management LLC, a limited liability company organized under the laws of common knowledge Delaware (the “Delaware Entity”) may establish from time to executive officers time for the executives of the Company, the Parent and the Delaware Entity, including, without limitation the Code of Business Conduct and Ethics as may be promulgated adopted by the Parent, and, to the extent made known to Executive in writing, any other policy adopted by a member of the Company Group applicable to Executive , in each case as amended from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company;time. (d) Invest Executive acknowledges and agrees that Executive has a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the Company only in accordance with any ixxxxxx xxxxxxx policy best interests of the Company in effect at and the time of the investment; and (e) Devote the Employee’s entire business timeCompany Group and to do no act that could, energydirectly or indirectly, and talent to injure the business, and to interests, or reputation of the Company or the members of the Company Group. In furtherance of the purposes and objectivesforegoing, Executive will present to the CEO of the CompanyCompany or other member of management all material business opportunities or ventures made known to Executive, and neither directly nor indirectly act as an employee independently or with others, that are within the business purposes of or render any businessthe Company and/or the Company Group, commercial, or professional services to any other person, firm or organization for compensationincluding, without limitation, opportunities that may compete with the prior written approval Company or the members of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time Company Group and could reasonably be expected to charitable and community activities or the management of the Employee’s investment assets, provided such activities do not interfere with the performance be implemented by the Employee of Company and/or the Employee’s duties hereunderCompany Group.

Position, Duties and Responsibilities. Subject to During the conditions set forth hereinTerm (as defined in Section 2.01 below), Employee shall serve as SVP Commercial Operations of Employer (or, if requested by Employer, in such other position with a title of at all times during the Employment Termleast Vice President or its equivalent that is consistent with Employee’s education, the Employee shall: (a) Hold the Position reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”background and experience); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations and as well as in such additional duties other positions or capacities as may be assigned to reasonably requested by the Employee Board (as defined below) or the CEO (as defined below) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time time, be assigned by the Board of Directors of the Company Employer (the “Board”) or ), the Chief Executive Officer which are consistent of Employer (the “CEO”) and/or the CEO’s nominee. Employee’s employment by Employer shall be full-time and exclusive to Employer and Employee shall (a) comply with the Position at a major corporation; (c) Adhere to such reasonable written Employer’s policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated procedures in place from time to time, and (b) serve Employer faithfully and to the best of Employee’s ability. During the Term, and except for vacation and other paid time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only off in accordance with any ixxxxxx xxxxxxx policy the terms of the Company in effect at the time Section 3.01(E) below or absences due to illness or incapacity, Employee shall devote all of the investment; and (e) Devote the Employee’s entire business time, energyattention, skill and talent efforts exclusively to the business, business and affairs of Employer (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the furtherance contrary, Employee may (i) engage in charitable, educational, religious, civic and similar types of the purposes activities and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s investment assetsmanage his personal investments, provided that such activities do not interfere with inhibit or prohibit the performance by the Employee of the Employee’s duties hereunderhereunder or inhibit or conflict with the business of Employer and/or its affiliates, and (ii) with the consent of the Board (which consent shall not be unreasonably withheld), serve on the board of directors (or its equivalent) of one (1) other business enterprise.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the -------------------------------------- Employment Term, the Employee shall: (a) Hold the Position position of Vice President, R & D reporting to --------------------- the Chief Executive Officer of the Company (the “"Chief Executive -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer”"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations Vice President, R & D of a --------------------- major corporation and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer which are consistent with the Position at position of Vice President, R & D of a major corporation;; --------------------- (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at all times during the Employment Term, the Employee shall: (a) Hold the Position reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer which are consistent with the Position at a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the -------------------------------------- Employment Term, the Employee shall: (a) Hold the Position position of Vice President, Human Resources reporting to ------------------------------- the Chief Executive Officer of the Company (the “"Chief Executive -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer”"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations Vice President, Human Resources of a ------------------------------- major corporation and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer which are consistent with the Position at position of Vice President, Human --------------------- Resources of a major corporation;; --------- (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at all times during (a) During the Employment TermPeriod, the Employee shall: (a) Hold the Position reporting to shall serve as the Chief Executive Technology Officer of the Company (the “Chief Executive Officer”); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations and or in such additional duties other position as may shall be assigned to the Employee from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer which are consistent with the Position at a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time determined by the Board or the Chief Executive Officer and which are applicable to executive officers or President of the Company;. (db) Invest in During the Employment Period, the Employee shall devote all of his business and professional time, attention, energy, loyalty and skill to the business of the Company only and its Subsidiaries as may be reasonably necessary to carry on the business of the Company and its Subsidiaries and to perform his duties under this Agreement. (c) Notwithstanding anything contained in SECTION 3(b) to the contrary, during the Employment Period, the Employee shall not be prohibited from (i) serving as an officer, director, trustee or otherwise participating in purely educational, welfare, social, charitable, religious and civic organizations, or (ii) managing personal and family investments or serving as an executor or trustee or in a similar fiduciary capacity, in each case to the extent such activities (A) do not interfere or conflict in any material respect with the performance of his duties and responsibilities hereunder and (B) are conducted in accordance with the limitations of SECTION 10. During the Employment Period, subject to the limitations of SECTION 10, the Employee may serve on the board of directors or similar body of any ixxxxxx xxxxxxx policy business entity or make passive investments in any business entities (the exercise by the Employee of his voting rights as a member of the Company in effect at the time board of the investment; and (e) Devote directors or similar governing body of any such entity or the Employee’s entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act 's acting as an employee of or render any business, commercial, or professional services informal advisor to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee such entity from devoting reasonable periods of time to charitable and community activities time being understood to not, on such basis alone, preclude any such investment from being deemed passive in nature), but only if, in each such case, such service or the management of the Employee’s investment assets, provided such activities do does not unreasonably conflict or interfere with the performance by the Employee of the Employee’s 's duties and responsibilities hereunder. The Employee has notified the Board of all directorships or similar positions held by him on the Effective Date and shall promptly notify the Board of his election or appointment to any other directorships or similar positions after the Effective Date.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at all times during the Employment Term, the Employee shall: (a) Hold the Position reporting to the Chief Executive Officer of the Company (the “"Chief Executive Officer”"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer which are consistent with the Position at a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the -------------------------------------- Employment Term, the Employee shall: (a) Hold the Position position of Vice President of Sales reporting to the ----------------------- Chief Executive Officer of the Company (the “"Chief Executive -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer”"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations Vice President of Sales of a major ----------------------- corporation and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer which are consistent with the Position at position of Vice President of Sales of a ----------------------- major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the -------------------------------------- Employment Term, the Employee shall: (a) Hold the Position position of VP, Marketing reporting to the Chief Executive Officer of the Company (the “"Chief Executive -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer”"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations VP, Marketing of a major corporation and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer which are consistent with the Position at position of VP, Marketing of a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive Officer. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder.

Position, Duties and Responsibilities. Subject to the conditions set forth herein, at At all times during the -------------------------------------- Employment Term, the Employee shall:: -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- (a) Hold the Position reporting to the position of President and Chief Executive Officer of the Company reporting to the Board of Directors of the Company (the “Chief Executive Officer”"Board"); (b) Have those duties and responsibilities, and the authority, customarily possessed by the Position at comparable size corporations Chief Executive Officer of a major corporation and such additional duties as may be assigned to the Employee from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer which are consistent with the Position at position of Chief Executive Officer of a major corporation; (c) Adhere to such reasonable written policies and directives, and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to executive officers of the Company; (d) Invest in the Company only in accordance with any ixxxxxx xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee’s 's entire business time, energy, and talent to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board or the Chief Executive OfficerBoard. Nothing in this Agreement shall preclude the Employee from devoting reasonable periods of time to charitable and community activities or the management of the Employee’s 's investment assets, provided such activities do not interfere with the performance by the Employee of the Employee’s 's duties hereunder. Furthermore, service by the Employee on the boards of directors of up to two noncompeting companies shall not be deemed to be a violation of this agreement, provided such service does not interfere with the performance of the Employee's duties hereunder.