Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. At all times during the -------------------------------------- Protected Period, the Employee shall: (a) Hold either (i) the position with the 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 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 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 Employee's position; (c) Adhere to such reasonable policies and directives as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to employees at the Employee's level with the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 -------------------------------------------------------------------------------- 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 investment assets, provided such activities do not interfere with the performance by the Employee of the Employee's duties hereunder.

Position, Duties and Responsibilities. At Subject to the conditions set forth herein, at all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with Position reporting to the Chief Executive Officer of the 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 position with the Company that the Employee holds at the commencement of the Protected Period“Chief Executive Officer”); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee of a major corporation in the position of the Employee 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 of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's positionPosition 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any ▇i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. At all times during the -------------------------------------- Protected Period, the Employee shall: (a) Hold either During the Term of Employment, the Executive shall be employed as Co-Chief Investment Officer and Senior Vice President of MFA, reporting directly and solely to the Chief Executive Officer of MFA (i) the position “CEO”), with such authority, duties and day-to-day management responsibilities as are customarily maintained and performed by persons holding such offices at similarly situated mortgage REITs and such other duties as may be mutually agreed upon between the Company that Executive and 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 position with the Company that the Employee holds at the commencement of the Protected Period;CEO. (b) Have those duties During the Term of Employment, the Executive shall, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and responsibilitiesconsulting services for, and the authorityor on behalf of, customarily possessed by an employee such subsidiaries or affiliates of a major corporation in the position of the Employee and such additional duties MFA as may be assigned to the Employee from time to time by the Board of Directors of the Company MFA (the "Board"“Board of Directors”) or the Chief Executive Officer CEO may, from time to time, request. MFA and such subsidiaries and affiliates are hereinafter referred to, collectively, as the “Company.” For purposes of this Agreement, the Company term “affiliate” shall have the meaning ascribed thereto in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's position;“Act”). (c) Adhere to such reasonable policies and directives as may be promulgated from time to time by During the Board or Term of Employment, the Chief Executive Officer and which are applicable to employees at the Employee's level with the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company in effect at the time of the investment; and (e) Devote the Employee's entire business timeshall serve MFA faithfully, energy, and talent to -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- the business, diligently and to the furtherance best of his ability and shall devote substantially all of his business time and efforts to his employment and the purposes and objectives, performance 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 Officerhis duties under this Agreement. Nothing in this Agreement herein shall preclude the Employee Executive from devoting reasonable periods of time to engaging in charitable and community activities or the management of the Employee's investment assetsaffairs and managing his personal, provided financial and legal affairs, so long as such activities do not materially interfere with the performance by the Employee of the Employee's his carrying out his duties hereunderand responsibilities under this Agreement.

Position, Duties and Responsibilities. At Subject to the conditions set forth herein, at all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with Position reporting to the Chief Executive Officer or President of the 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 position with the Company that the Employee holds at the commencement of the Protected Period“Chief Executive Officer”); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee of a major corporation in the position of the Employee 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 of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's positionPosition 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. At all times during the -------------------------------------- Protected Period, the Employee shall: (a) Hold either (i) During the position with the Company that the Employee holds at the commencement of the Protected Period or (ii) a position with the Company of greater dutiesTerm, responsibilities and authority than the 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 of the Employee and such additional duties Executive shall serve 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 Operating Officer of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's position; (c) Adhere to such reasonable policies and directives as may Company. Executive’s principal work location shall be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to employees at the Employee's level with the Company; (d) Invest in the Company only in accordance with any ’s offices at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ policy ▇▇▇. Executive shall report directly and solely to the Chief Executive Officer of the Company (the “CEO”) and shall have the duties customarily assigned to the chief operating officer of a public company operating in effect at the Company’s industry. (b) During the Term, Executive shall devote substantially all his working time to the business of the investment; andCompany and Diamond S Shipping Inc., a ▇▇▇▇▇▇▇▇ Islands corporation and sole owner of the Company (the “Parent”), 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 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 makes passive investments only) and legal affairs, in each case, so long as any such activities do not unreasonably interfere with the 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. (ec) Devote Executive shall at all times comply with and be subject to all applicable law, rules and regulations and such policies and procedures as the Employee's entire business timeCompany, energythe Parent and Diamond S Management LLC, and talent a limited liability company organized under the laws of Delaware (the “Delaware Entity”) may establish from time to -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- time for the business, and to the furtherance of the purposes and objectives, executives of the Company, the Parent and neither the Delaware Entity, including, without limitation the Code of Business Conduct and Ethics as 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. (d) Executive acknowledges and agrees that Executive has a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and the Company Group and to do no act that could, directly nor indirectly act as an employee of or render any indirectly, injure the business, commercialinterests, or professional services reputation of the Company or the members of the Company Group. In furtherance of the foregoing, Executive will present to any the CEO of the Company or other personmember of management all material business opportunities or ventures made known to Executive, firm independently or organization for compensationwith others, that are within the business purposes of the Company and/or the Company Group, including, 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. At Subject to the conditions set forth herein, at all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with Position reporting to the Chief Executive Officer of the 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 position with the Company that the Employee holds at the commencement of the Protected Period“Chief Executive Officer”); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee of a major corporation in the position of the Employee 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 of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's positionPosition 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. At Subject to the conditions set forth herein, at all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with Position reporting to the Chief Executive Officer of the 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 position with the Company that the Employee holds at the commencement of the Protected Period"Chief Executive Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee of a major corporation in the position of the Employee 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 of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's positionPosition 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 -------------------------------------------------------------------------------- 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 investment assets, provided such activities do not interfere with the performance by the Employee of the Employee's duties hereunder.

Position, Duties and Responsibilities. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with the Company that the Employee holds at the commencement of the Protected Period or (ii) a position with the Company of greater dutiesCorporate Vice President, responsibilities Technology and authority than the position with the Company that the Employee holds at the commencement of the Protected PeriodManufacturing Engineering; (b) Have those the current job grade and generally the duties and responsibilitiesresponsibilities listed on the Company's current position description for the position indicated in Section 2(a) above, and the authority, customarily possessed by an employee of a major corporation in the position of the Employee and such reduced or 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 generally consistent with the Employee's positionposition indicated in Section 2(a) above; (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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 -------------------------------------------------------------------------------- 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 investment assets, provided such activities do not interfere with the performance by the Employee of the Employee's duties hereunder.

Position, Duties and Responsibilities. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with of Corporate Vice President, Administration reporting to the Chief Executive Officer of the 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 position with the Company that the Employee holds at the commencement of the Protected Period"Chief Executive Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Corporate Vice President, Administration of a major corporation in the 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 Employee's positionposition of Corporate Vice President, Administration 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 -------------------------------------------------------------------------------- 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 investment assets, provided such activities do not interfere with the performance by the Employee of the Employee's duties hereunder.

Position, Duties and Responsibilities. At Subject to the conditions set forth herein, at all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with Position reporting to the Company that the Employee holds at the commencement Senior Executive Vice President, Finance, Operations, R&D of the Protected Period or (ii) a position with the Company of greater duties, responsibilities and authority than the position with the Company that the Employee holds at the commencement of the Protected PeriodCompany; (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee of a major corporation in the position of the Employee 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 of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's positionPosition 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. At all times during the -------------------------------------- Protected Period, the Employee shall: (a) Hold either (i) During the position with the Company that the Employee holds at the commencement of the Protected Period or (ii) a position with the Company of greater dutiesTerm, responsibilities and authority than the 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 of the Employee and such additional duties Executive shall serve 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 Financial Officer of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's position; (c) Adhere to such reasonable policies and directives as may Company. Executive’s principal work location shall be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to employees at the Employee's level with the Company; (d) Invest in the Company only in accordance with any ’s offices at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ policy ▇▇▇. Executive shall report directly and solely to the Chief Executive Officer of the Company (the “CEO”) and shall have the duties customarily assigned to the chief financial officer of a public company operating in effect at the Company’s industry. (b) During the Term, Executive shall devote substantially all his working time to the business of the investment; andCompany and Diamond S Shipping Inc., a ▇▇▇▇▇▇▇▇ Islands corporation and sole owner of the Company (the “Parent”), 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 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 makes passive investments only) and legal affairs, in each case, so long as any such activities do not unreasonably interfere with the 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. (ec) Devote Executive shall at all times comply with and be subject to all applicable law, rules and regulations and such policies and procedures as the Employee's entire business timeCompany, energythe Parent and Diamond S Management LLC, and talent a limited liability company organized under the laws of Delaware (the “Delaware Entity”) may establish from time to -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- time for the business, and to the furtherance of the purposes and objectives, executives of the Company, the Parent and neither the Delaware Entity, including, without limitation the Code of Business Conduct and Ethics as 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. (d) Executive acknowledges and agrees that Executive has a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and the Company Group and to do no act that could, directly nor indirectly act as an employee of or render any indirectly, injure the business, commercialinterests, or professional services reputation of the Company or the members of the Company Group. In furtherance of the foregoing, Executive will present to any the CEO of the Company or other personmember of management all material business opportunities or ventures made known to Executive, firm independently or organization for compensationwith others, that are within the business purposes of the Company and/or the Company Group, including, 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.