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 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 -------------------------------------------------------------------------------- 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 xxxxxxx ixxxxxx 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. 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, President or Chief Operating 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 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 -------------------------------------------------------------------------------- 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 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 -------------------------------------------------------------------------------- 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 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. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee Executive 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 Company’s Executive Vice President and Chief Operating Officer, an executive officer, reporting to the Company of greater duties, responsibilities and authority than the position with the Company that the Employee holds at the commencement of the Protected PeriodChief Executive Officer; (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee Executive Vice President and Chief Operating Officer of a major corporation in the position of the Employee and such additional duties as may be assigned to the Employee Executive from time to 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) Board, as applicable, which are consistent with the Employee's positionpositions stated herein; (c) Adhere to such reasonable written policies and such unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to 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;; and (d) Invest in the Company only in accordance with any xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the Employee's Executive’s entire business time, energy, and talent (subject to -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- vacation time in accordance with the Company’s policy applicable to executive officers, illness or injury) to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an employee executive 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 Executive from devoting reasonable periods of time to charitable and community activities or the management of the Employee's Executive’s investment assets, provided such activities do not unreasonably interfere with the performance by the Employee Executive of the Employee's Executive’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 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. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with of Vice President, Human Resources 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 -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Vice President, Human Resources 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;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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 -------------------------------------------------------------------------------- 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 Vice President, R & D 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 -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Vice President, R & D 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;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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 -------------------------------------------------------------------------------- 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 Vice President of Sales 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 -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Vice President of Sales 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 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 -------------------------------------------------------------------------------- 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 President and Chief Executive Officer (the Company that "Chief Executive Officer") reporting to the Employee holds at the commencement Board of Directors 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 the Chief Executive Officer 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 which are consistent with the position of the Chief Executive Officer of the Company (the "Chief Executive Officer") or the Employee's superior(s) which are consistent with the Employee's positiona 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 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 -------------------------------------------------------------------------------- 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 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 investment assets, or from serving in the boards of directors of up to two non-competing companies, 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 Vice President, International 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 -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Vice President, International 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 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 -------------------------------------------------------------------------------- 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 Vice President, National Accounts reporting to the Chief Operating 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 Operating Officer”); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Vice President, National Accounts 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 ”), The Chief Executive Officer of the Company (the "“Chief Executive Officer") ”), or the Employee's superior(s) Chief Operating Officer which are consistent with the Employee's positionposition of the Vice President, National Accounts 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 Board, the Chief Executive Officer, or the Chief Executive Operating 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 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. 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 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. 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, President or Chief Operating Officer of the Company that (the Employee holds at “Chief Executive Officer”) or a corporate officer who reports directly to 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 PeriodChief 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 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. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with of VP, Operations 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 -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the VP, Operations 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 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 -------------------------------------------------------------------------------- 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 Period, the Employee shall: (a) Hold either (i) On the position with Effective Date and continuing for the Company that the Employee holds at the commencement remainder of the Protected Period or (ii) a position with Term of Employment, 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 Executive shall be employed 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 President of the Employee's level with Company and shall be responsible for the general management of the affairs of the Company. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or Disability, the Executive shall devote substantially all of the Executive's time, attention, knowledge, energy and skills during normal working hours and at such other times as the Executive's duties may reasonably require to the duties of the Executive's employment. The Executive, in carrying out his duties under this Agreement, shall report to the Board. In addition, it is the intention of the Parties that effective on or about the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall be elected and serve as a member of the Board. (b) Notwithstanding anything contained herein to the contrary, nothing shall preclude the Executive from: (1) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations, subject to the Board's prior written consent (which shall not be unreasonably withheld); (d2) Invest engaging in the Company only in accordance with any xxxxxxx xxxxxxx policy of the Company in effect at the time of the investmentcharitable activities and community affairs; and (e3) Devote the Employee's entire business timemanaging his personal investments and affairs; PROVIDED, energyHOWEVER, 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 that such activities do not materially interfere with the proper performance by of his duties and responsibilities as the Employee of the EmployeeCompany's duties hereunderChief Executive Officer and President.

Position, Duties and Responsibilities. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee Rhein shall: (a) Hold either (i) the position with of President and Chief Executive Officer of the Company that reporting to 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 PeriodBoard; (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Chief Executive Officer of a major corporation in the position of the Employee and such additional duties as may be assigned to the Employee Rhein from time to time by the Board which are consistent with the position of Directors Chief Executive Officer of the Company a major corporation; (the "Board"c) or the For so long as Rhein shall serve as Chief Executive Officer of the Company Company, be nominated by the Board for election as a Director at such time as the nominees for the class of Directors of which Rhein is a member (as of the "Chief Executive Officer"Effective Date, Class C) or are being proposed for election at the Employee's superior(s) which are consistent with annual meeting of shareholders of the Employee's positionCompany; (cd) Adhere to such reasonable written 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 executive officers of the Company; (d) Invest in the Company only in accordance with any xxxxxxx xxxxxxx policy of the Company in effect at the time of the investment; and (e) Devote the EmployeeRhein's entire business time, energy, and talent (subject to -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- vacation time in accordance with the Company's policy applicable to executive officers, illness or injury) 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 Rhein from devoting reasonable periods of time to charitable and community activities or the management of the EmployeeRhein's investment assets, provided such activities do not interfere with the performance by Rhein of Rhein's duties hereunder. Furthermore, service by Rhein on the Employee boards of directors of up to two (2) noncompeting companies (in addition to affiliates of the EmployeeCompany) shall not be deemed to be a violation of this Agreement, provided such service does not interfere with the performance of Rhein'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 VP, Marketing 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 -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- Officer"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the VP, Marketing 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 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 -------------------------------------------------------------------------------- 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 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 -------------------------------------------------------------------------------- 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 President and Chief Executive Officer (the Company that “Chief Executive Officer”) reporting to the Employee holds at the commencement Board of Directors 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 the Chief Executive Officer 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 the 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any xxxxxxx ixxxxxx 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 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, or from serving in the boards of directors of up to two non-competing companies, 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) the position The Executive shall serve as, and with the Company that the Employee holds at the commencement title, office and authority of, President and Chief Operating Officer of the Protected Period or (ii) Company and as a position with the Company member 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 and shall report directly to 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 other person designated from time to time by the Board or the Chief Executive Officer of the Company. The Executive shall also hold similar titles, offices and which are applicable to employees at the Employee's level authority with the Company; 's subsidiaries and/or their successors. The Company shall use its best efforts to cause the Executive to be nominated and elected (dor renominated and reelected, as the case may be) Invest in during the Company only in accordance with any xxxxxxx xxxxxxx policy Employment Period as a director of the Company in effect at the time and its subsidiaries or their successors. (b) The Executive shall have all of the investment; andpowers, authority, duties and responsibilities usually incident to the positions and offices of President and Chief Operating Officer of the Company. (ec) Devote the Employee's entire The Executive agrees to devote substantially all of his business time, energy, efforts and talent to -------------------------------------------------------------------------------- Page 3 -------------------------------------------------------------------------------- the business, and skills to the furtherance performance of the purposes his duties and objectivesresponsibilities under this Agreement; provided, of the Companyhowever, 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 that nothing in this Agreement shall preclude the Employee Executive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic, public interest, charitable, social or community activities, (ii) serving as a director or member of time to charitable and community activities an advisory committee of any corporation or other entity that the management Executive is serving on as of the Employee's investment assetsEffective Date or any other corporation or entity that is not in direct competition with the Company or (iii) managing his personal investments, provided that such activities do not materially interfere with the Executive's regular performance by the Employee of the Employee's his duties and responsibilities hereunder.

Position, Duties and Responsibilities. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either (i) the position with of President and Chief Executive Officer (the Company that “Chief Executive Officer”) reporting to the Employee holds at the commencement Board of Directors 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 the Chief Executive Officer 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 the 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 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.

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, President or Chief Operation Officer of the Company that (collectively 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 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. 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 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 -------------------------------------------------------------------------------- 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 and authority than the position with the Company that the Employee holds at the commencement of the Protected PeriodFinance; (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 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 -------------------------------------------------------------------------------- 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:: -------------------------------------------------------------------------------- Page 2 -------------------------------------------------------------------------------- (a) Hold either (i) the position with of President and Chief Executive Officer of the Company that reporting to the Employee holds at the commencement Board of Directors of the Protected Period or Company (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"Board"); (b) Have those duties and responsibilities, and the authority, customarily possessed by an employee the Chief Executive Officer 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 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 employees at the Employee's level with executive officers of the Company; (d) Invest in the Company only in accordance with any 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 -------------------------------------------------------------------------------- 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 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 investment assets, provided such activities do not interfere with the performance by the Employee of the Employee'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.

Position, Duties and Responsibilities. At all times during the -------------------------------------- Protected PeriodEmployment Term, the Employee shall: (a) Hold either the position of President and Chief Executive Officer reporting to the full Board of Directors of the Company (the “Board”), and not to any single individual or to a committee of less than the full Board [except as provided in Section 2(g) hereof], and also serve as the non-voting Chairman of the Board. As non-voting Chairman of the Board, the Employee shall (i) the position with the Company that the Employee holds at the commencement receive due notice of and be entitled to attend all meetings of the Protected Period or Board, (ii) a position with receive all information provided to the Company of greater dutiesBoard, responsibilities (iii) participate in all Board discussions, (iv) preside at Board meetings, and authority than the position with the Company that the Employee holds at the commencement of the Protected Period(v) prepare Board meeting agendas; (b) Have those duties and responsibilities, and the power and authority, customarily possessed by an employee the President and Chief Executive Officer 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 President and Chief Executive Officer; (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, in all cases as may be promulgated from time to time by the Board or the Chief Executive Officer and which are applicable to employees at executive officers of the Company and consistent with the Employee's level with the Company’s position as President and Chief Executive Officer; (d) Invest in the Company only in accordance with any 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 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; (f) Have reporting solely to him all employees of the Company, either directly or indirectly through other employees reporting solely to him; and (g) During the first six (6) months of the Employment Term all Company policy and significant business decisions must be approved by the operating committee established by the Board. The Employee shall be a member of that committee.