Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. (a) During the Term, Executive shall work for the Company, as and with the title of Executive Vice President of the Company. (b) Executive, in carrying out her duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work for be employed and serve as the Company, as and with the title of Executive Vice President Merchandising of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Company's Chief Executive Officer ("CEO"). The Executive shall devote substantially all of his business time, attention and skill to the performance of such duties and responsibilities, and shall use his best efforts to promote the interests of the Company. (b) Executive. The Executive shall have all authority commensurate with such position. The Executive shall not, in carrying out her duties under this Agreement, shall report directly to such senior executive without the prior written approval of the CompanyBoard, as determined engage in any other business activity which is in violation of policies established from time to time by the Chief Executive Officer or Company. Anything herein to the Board. (c) In contrary notwithstanding, nothing shall preclude the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (ia) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on corporations or the boards of a reasonable number of trade associations and/or charitable organizations, organizations (subject to the reasonable approval of the Chief Executive Officer of the Company in each caseBoard), (iiib) engaging in charitable activities, activities and community affairs, or other non-profit activities, and (ivc) managing her his personal investments and affairs; , provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with as an executive officer of the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work for be employed and serve as the Chief Restructuring Officer of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for managing and implementing the restructuring of the Company as directed by the Chairman and the Board. The Executive shall devote substantially all of his business time, as attention and skill to the performance of such duties and responsibilities, and shall use his best efforts to promote the interests of the Company. The Executive shall have all authority commensurate with such position. The Executive shall not, without the title prior written approval of Executive Vice President the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. (b) ExecutiveAnything herein to the contrary notwithstanding, in carrying out her duties under this Agreement, nothing shall report directly to such senior executive of preclude the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on corporations or the boards of a reasonable number of trade associations and/or charitable organizations, organizations (subject to the reasonable approval of the Chief Executive Officer of the Company in each caseBoard), (iiiii) engaging in charitable activities, activities and community affairs, or other non-profit activities, and (iviii) managing her his personal investments and affairs; , provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunderas an executive officer of the Company. (ec) The Executive agrees is expected to abide by any employment rules or policies applicable to perform his services hereunder primarily at the Company's employees generallyheadquarters. To that end, or Policy Committee members specifically, that the Company currently has or may adoptshall provide the Executive with office space and staff at its headquarters in Troy, amend or implement from time to time or at any time during Michigan that are commensurate with the Executive's employment with the Companyduties hereunder.

Position, Duties and Responsibilities. (a) During the Term, Executive shall work for the Company, as and with the title of Executive Vice President and Chief Investment Officer of the Company. (b) Executive, in carrying out her his duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or of the BoardCompany. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her his personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive shall work for serve as the Company, as and with the title of Executive Vice President Chief Financial Officer of the Company. (b) Executive; shall have all authorities, duties and responsibilities customarily exercised by an individual serving in carrying out her those positions in enterprises of a similar size and structure; shall be assigned no authorities, duties under this Agreementor responsibilities that are inconsistent with, or that impair his ability to discharge, the foregoing authorities, duties and responsibilities; and shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case(the “CEO”). (b) Executive shall devote substantially all of his business time and efforts to the affairs of the Company; provided, however, that while employed by the Company, Executive may serve as a member of the board of directors of any for-profit company with the consent of the Board of Directors of the Company the “Board”) (which will not be unreasonably withheld). In addition, without approval of the Board, Executive may (i) serve on the boards of directors of any not-for-profit entity, (ii) serving on the boards of a reasonable number of trade associations and/or serve in any capacity with respect to any civic, educational, professional or charitable organizationsorganization, subject to the approval of the Chief Executive Officer of the Company in each case, and (iii) engaging in charitable activitiesmanage his and his family’s personal investments, community affairsprovided, or other non-profit activities, and (iv) managing her personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere or conflict with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment create a business conflict with the Company. (c) Upon expiration of the Term of Employment or the termination of Executive’s employment for any reason, Executive shall resign, in writing, from any positions he then holds with the Company, including membership on any boards.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive shall work be employed as President and Chief Executive Officer of the Company and shall be responsible, subject to the control of the Board, for the Company, as establishment and with the title implementation of Executive Vice President corporate policy and general management of the Company. In that capacity Executive shall have the duties and responsibilities normally associated with the positions of President and Chief Executive Officer. It is the intention of the Parties that Executive serve as a member of the Board during the Term of Employment. In carrying out his duties under this Agreement, Executive shall report to, and be subject to the supervision of, the Board. Executive shall, at the request of the Board, also serve as an officer and/or director of one or more Subsidiaries without additional compensation. (b) ExecutiveDuring the Term of Employment Executive shall devote his full attention and expend his best efforts, in carrying out her duties under this Agreement, shall report directly energies and skills on a full-time basis to such senior executive the business of the Company, as determined by the Chief Executive Officer or the BoardCompany and its Subsidiaries. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit preclude Executive from (i) serving on the boards as a director of directors of a reasonable number of one or more other non-competing corporations, subject to the approval of the Chief Executive Officer of corporations not engaged in competition with the Company in each case, (ii) serving on the boards or of a reasonable number of one or more trade associations and/or charitable organizations, subject in each case to prior notice to the approval of the Chief Executive Officer of the Company Board, (ii) engaging in each casecharitable activities and community affairs, (iii) engaging in charitable activities, community managing his personal investments and affairs, or other non-profit activities, and (iv) managing her personal investments and affairs; being involved in other business transactions, provided that such activities set forth individually and in this Section 3(d) the aggregate do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to as the Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the CompanyPresident and Chief Executive Officer.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, Executive shall work for serve as Chief Financial Officer of the Company; shall have all authorities, as duties and with responsibilities customarily exercised by an individual serving in that position in enterprises of a similar size and structure; shall be assigned no authorities, duties or responsibilities that are inconsistent with, or that impair his ability to discharge, the title of foregoing authorities, duties and responsibilities; and shall report directly to the Chief Executive Vice President Officer of the Company. (b) Executive, in carrying out her duties under this Agreement, Executive shall report directly devote substantially all of his business time and efforts to such senior executive the affairs of the Company; provided, as determined however, that while employed by the Chief Company, Executive Officer or may serve as a member of the board of directors of any for-profit company with the prior consent of the Board of Directors of the Company (the “Board”) (which will not be unreasonably withheld). In addition, without approval of the Board, Executive may (i) serve on the boards of directors of any not-for-profit entity, (ii) serve in any capacity with respect to any civic, educational, professional or charitable organization, and (iii) manage his and his family’s personal investments, provided, that such activities do not materially interfere or conflict with the performance of his duties to the Company or create a business conflict with the Company. (c) In the event Executive's employment terminates during Upon expiration of the Term of Employment or the termination of Executive’s employment for any reason, Executive shall immediately resign resign, in writing as an officer and director of writing, from any positions he then holds with the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliatesincluding membership on any boards or committees thereof. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the Term, Executive shall work for the Company, as and with the title of Executive Vice President and General Counsel of the Company. (b) Executive, in carrying out her his duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or of the BoardCompany. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her his personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the Term, Executive shall work for the Company, as and with the title of Executive Vice President and Chief Information Officer of the Company. (b) Executive, in carrying out her his duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or of the BoardCompany. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her his personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the Term, Executive shall work for the Company, as and with the title of Executive Vice President of the Company. (b) Executive, in carrying out her his duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her his personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work for be employed by the Company and shall serve as ____________________________ (or such other position or positions as may be agreed upon in writing by the Executive and the Company. The Executive shall have all authority commensurate with this position, as and with subject to the title direction of the Board and/or the Chief Executive Vice President Officer ("CEO") of the Company. The Executive shall report directly to the _________________. The Executive shall devote substantially all of his business time, attention and skill to the performance of such duties and responsibilities, and shall use his best efforts to promote the interests of the Company and its affiliates. The Executive shall not, without the prior written approval of the CEO, engage in any other business activity which is in violation of policies established from time to time by the Company or its affiliates. (b) ExecutiveAnything herein to the contrary notwithstanding, in carrying out her duties under this Agreement, nothing shall report directly to such senior executive of preclude the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on corporations or the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iiiii) engaging in charitable activities, activities and community affairs, or other non-profit activities, and (iviii) managing her his personal investments and affairs; , provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with as an executive officer of the Company.

Position, Duties and Responsibilities. (a) During Continuing for the Termremainder of the Term of Employment, the Executive shall work for be employed as the Company, as Chief Executive Officer and with the title of Executive Vice President of the Company and shall be responsible for the general management of the affairs of the Company. (b) . 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 her his duties under this Agreement, shall report directly to such senior executive the Board. In addition, it is the intention of the CompanyParties that continuing through the remainder of the Term of Employment, the Executive shall be elected and serve as determined by the Chief Executive Officer or a member of the Board. (cb) In Notwithstanding anything contained herein to the event Executive's employment terminates during contrary, nothing shall preclude the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates.from: (d) Nothing herein shall be deemed to prevent or limit Executive from (i1) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on corporations or the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, Board's prior written consent (iiiwhich shall not be unreasonably withheld); (2) engaging in charitable activities, activities and community affairs, or other non-profit activities, and ; and (iv3) managing her his personal investments and affairs; provided PROVIDED, HOWEVER, that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to as the Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the CompanyChief Executive Officer and President.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work for be employed and serve as the Executive Vice President, Kmart Sourcing & Global Operations of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company), as directed by the Board and/or the Chief Executive Officer ("CEO") consistent with such position. The Executive shall report directly to the CEO. The Executive shall have all authority commensurate with such position. The Executive shall devote substantially all of the Executive's business time, attention and with skill to the title performance of such duties and responsibilities, and shall use the Executive's best efforts to promote the interests of the Company. The Executive Vice President shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. (b) ExecutiveAnything herein to the contrary notwithstanding, in carrying out her duties under this Agreement, nothing shall report directly to such senior executive of preclude the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on corporations or the boards of a reasonable number of trade associations and/or charitable organizations, organizations (subject to the reasonable approval of the Chief Executive Officer of the Company in each caseBoard), (iiiii) engaging in charitable activities, activities and community affairs, or other non-profit activities, and (iviii) managing her the Executive's personal investments and affairs; , provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her the Executive's duties and responsibilities hereunderas an executive officer of the Company. (ec) The Executive agrees to abide by any employment rules or policies applicable to shall perform the services described herein primarily at the Company's employees generallyheadquarters. To that end, or Policy Committee members specifically, that the Company currently has or may adoptshall provide the Executive with office space and staff at its headquarters in Troy, amend or implement from time to time or at any time during Michigan that are commensurate with the Executive's employment with the Companyduties hereunder.

Position, Duties and Responsibilities. At all times during the Employment Term, the Executive shall: (a) During Hold the Term, Executive shall work for position of the Company, as and with the title of ’s Executive Vice President of and Chief Operating Officer, an executive officer, reporting to the Company.Chief Executive Officer; (b) ExecutiveHave those duties and responsibilities, in carrying out her and the authority, customarily possessed by an Executive Vice President and Chief Operating Officer of a major corporation and such additional duties under this Agreement, shall report directly as may be assigned to such senior executive of the Company, as determined Executive from time-to-time by the Chief Executive Officer or the Board., as applicable, which are consistent with the positions stated herein; (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing Adhere to such written policies and such unwritten policies and directives as an officer and director are of common knowledge to executive officers of the Company, where applicable, as may be promulgated from time-to-time by the Board and as an officer and director, as the case may be, of each which are applicable to executive officers of the Company's Affiliates.; and (d) Nothing herein shall be deemed to prevent or limit Executive from Devote the Executive’s entire business time, energy, and talent (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to 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 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 Chief Board. Nothing in this Agreement shall preclude the Executive Officer from devoting reasonable periods of time to charitable and community activities or the management of the Company in each caseExecutive’s investment assets, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially unreasonably interfere with the proper performance by the Executive of her the Executive’s duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work for be employed by the Company and shall serve as Senior Vice President, Associate Resources (or such other position or positions as may be agreed upon in writing by the Executive and Holding Corp. and/or the Company, as and applicable). The Executive shall have all authority commensurate with the title position of Senior Vice President, Associate Resources, subject to the direction of the Holding Corp. Board, the Board and/or the Chief Executive Vice President Officer ("CEO") of the Company. The Executive shall initially report directly to the CEO, but this may be changed such that he reports to the COO or other direct report of the CEO. The Executive shall devote substantially all of his business time, attention and skill to the performance of such duties and responsibilities, and shall use his best efforts to promote the interests of the Company and its affiliates. The Executive shall not, without the prior written approval of the Holding Corp. Board, engage in any other business activity which is in violation of policies established from time to time by the Company or its affiliates. (b) ExecutiveAnything herein to the contrary notwithstanding, in carrying out her duties under this Agreement, nothing shall report directly to such senior executive of preclude the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on corporations or the boards of a reasonable number of trade associations and/or charitable organizations, organizations (subject to the reasonable approval of the Chief Executive Officer of the Company in each caseHolding Corp. Board), (iiiii) engaging in charitable activities, activities and community affairs, or other non-profit activities, and (iviii) managing her his personal investments and affairs; , provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with as a senior executive officer of Holding Corp. and the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work for be employed as the CompanyChief Financial Officer of the Company and shall have such duties, responsibilities and authority as shall be reasonably determined from time to time by the Chief Executive Officer of the Company (the “CEO”). Further, the Executive shall (i) serve on such boards of directors of subsidiaries of the Company and/or (ii) hold such corporate officer titles and positions of the Company and any of its subsidiaries, as and with may be requested by the title of Executive Vice President of the Company. (b) CEO in his sole discretion, in any such case without additional compensation therefor. The Executive, in carrying out her his duties under this Agreement, shall report directly to such senior executive the CEO. During the Term of Employment, subject to Section 3(b) and except for permitted vacation periods and reasonable periods of illness, the Executive shall devote substantially all of his business time and attention to the performance of his duties hereunder and shall use his reasonable best efforts, skills and abilities to promote the Company, as determined by the Chief Executive Officer or the Board’s interests. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (db) Nothing herein shall be deemed to prevent or limit preclude the Executive from (i) serving on the boards up to one board of directors (or advisory committee) of a reasonable number of other non-competing corporations, subject to corporation or entity with the approval prior express written consent of the Chief Executive Officer of the Company in each caseBoard (which consent will not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or civic or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, boards or committees and (iii) engaging in charitable activitiesmanaging personal investments, community affairs, or other non-profit activities, and (iv) managing her personal investments and affairs; provided that so long as such activities set forth in this Section 3(d3(b) do not conflict or materially interfere with the proper performance effective discharge of her his duties and responsibilities hereunderunder Section 3(a) above. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work for be employed as the President and Chief Executive Officer of the Company, as . Executive shall devote his full working time and with efforts to the title of Executive Vice President business and affairs of the Company. (b) The Executive shall be responsible for such duties and responsibilities that are assigned to him from time to time by the full Board. (c) The Executive, in carrying out her his duties under this Agreement, shall report directly to such the full Board, and each officer or other member of senior executive management of the Company, as determined by Company (including the Chief Operating Officer, Chief Financial Officer and General Counsel) shall report to the Executive Officer (either directly or with the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an ’s consent to another officer and director or member of senior management of the Company, where applicable, and as an officer and director, as Company who reports to the case may be, of each of the Company's AffiliatesExecutive);. (d) In the event of a termination of employment of the Executive for any reason, the Executive shall immediately resign as a member of the Board of the Company and each of its Affiliates, unless requested by the Board to remain in any such position. (e) Nothing herein shall be deemed to prevent or limit preclude the Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, corporations subject to the approval of the Chief Executive Officer of the Company Board in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, activities and community affairs, or other non-profit activities, and (iv) managing her his personal investments and affairs; , provided that such activities set forth in this Section 3(d3(e) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the Term, Executive shall work for the Company, as and with the title of Senior Executive Vice President and Chief Financial Officer of the Company. (b) Executive, in carrying out her his duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or of the BoardCompany. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her his personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During On or about the TermEffective Date and continuing for the remainder of the Term of Employment, the Executive shall work be employed as the Chief Executive Officer of the Company. The Executive shall serve the Company and its affiliates faithfully, conscientiously and to the best of the Executive's ability, shall promote the interests and reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time. Executive shall be responsible for managing the business, operations and financial affairs 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; provided, however, that this Agreement shall not be interpreted as prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities or, subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as and a director of any other corporation or business entity not affiliated with or in competition with the title of Executive Vice President Company or its affiliates, so long as such activities do not interfere in any material respect with the performance of the Company. (b) Executive's duties and responsibilities hereunder. The Executive, in carrying out her his duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval of the Chief Executive Officer of the Company in each case, (iii) engaging in charitable activities, community affairs, or other non-profit activities, and (iv) managing her personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the TermPeriod of Employment, the Executive shall work serve as Vice President of Real Estate of Cosi, Inc. The Executive shall report to the Chief Development Officer of the Company (or such other individual who at any time is responsible for the Company's real estate division), as and shall have such powers and authority normally associated with the title position of Executive Vice President of the Company. (b) Executive, in carrying out her duties under this Agreement, shall report directly to such senior executive of the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporationsReal Estate at similarly situated companies, subject to the approval of direction and control of, the Chief Executive Development Officer of the Company (or such other individual who at any time is responsible for the Company's real estate division). Executive shall devote all of his working time to performing all duties and responsibilities hereunder in each casegood faith and shall, at all times, act in what the executive reasonably believes to be in the best interest of the Company. The Executive shall be allowed holiday and vacation periods, leaves for periods of illness or incapacity and personal leaves in accordance with the Company's regular practices for members of Senior Management. Nothing in this Section 4, however, shall serve to prohibit or otherwise restrict the Executive, during his personal time, from engaging or being engaged (i) in activities in connection with personal investments, (ii) as a consultant to, or serving on the boards board of a reasonable number of trade associations and/or charitable organizationsdirectors of, subject to entities other than the approval of the Chief Executive Officer of the Company in each caseCompany, or (iii) engaging in charitable activities, community affairs, or other non-profit activitiesbusiness activities and investments of his immediate family, and (iv) managing her personal investments and community affairs; provided provided, however, that such activities set forth in this Section 3(d(A) do not materially interfere with the proper performance of her duties services by Executive hereunder; and responsibilities hereunder(B) do not otherwise violate any of the terms and conditions of this Agreement. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.

Position, Duties and Responsibilities. (a) During the TermTerm of Employment, the Executive shall work be employed and serve as the President and Chief Operating Officer of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Chief Executive Officer ("CEO") consistent with such position. The Executive shall devote substantially all of his business time, attention and skill to the performance of such duties and responsibilities, and shall use his best efforts to promote the interests of the Company. The Executive shall have all authority commensurate with such position. The Executive shall not, as and with without the title prior written approval of Executive Vice President the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. (b) ExecutiveAnything herein to the contrary notwithstanding, in carrying out her duties under this Agreement, nothing shall report directly to such senior executive of preclude the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from (i) serving on the boards of directors of a reasonable number of other non-competing corporations, subject to the approval of the Chief Executive Officer of the Company in each case, (ii) serving on corporations or the boards of a reasonable number of trade associations and/or charitable organizations, organizations (subject to the reasonable approval of the Chief Executive Officer of the Company in each caseBoard), (iiiii) engaging in charitable activities, activities and community affairs, or other non-profit activities, and (iviii) managing her his personal investments and affairs; , provided that such activities set forth in this Section 3(d) do not materially interfere with the proper performance of her his duties and responsibilities hereunderas an executive officer of the Company. (ec) The Executive agrees to abide by any employment rules or policies applicable to shall perform his services hereunder primarily at the Company's employees generallyheadquarters. To that end, or Policy Committee members specifically, that the Company currently has or may adoptshall provide the Executive with office space and staff at its headquarters in Troy, amend or implement from time to time or at any time during Executive's employment Michigan that are commensurate with the Companyhis duties hereunder.

Position, Duties and Responsibilities. (a) During the Term, The Executive shall work for the Companyserve as, as and with the title title, office and authority of, the Executive Vice President - Administration and Secretary of the Company and as a member of the Board of Directors of the Company (the "Board") and shall report directly to the Chief Executive Officer of the Company. The Executive shall also hold similar titles, offices and 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 (or renominated and reelected, as the case may be) during the Employment Period as a director of the Company and its subsidiaries or their successors. (b) The Executive shall have all of the powers, authority, duties and responsibilities usually incident to the positions and offices of Executive Vice President Administration and Secretary of the Company. (bc) ExecutiveThe Executive agrees to devote substantially all of his business time, in carrying out her efforts and skills to the performance of his duties and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall report directly to such senior executive of preclude the Company, as determined by the Chief Executive Officer or the Board. (c) In the event Executive's employment terminates during the Term for any reason, Executive shall immediately resign in writing as an officer and director of the Company, where applicable, and as an officer and director, as the case may be, of each of the Company's Affiliates. (d) Nothing herein shall be deemed to prevent or limit Executive from devoting reasonable periods required for (i) serving on the boards of directors of a reasonable number of other non-competing corporationsparticipating in professional, subject to the approval of the Chief Executive Officer of the Company in each caseeducational, philanthropic, public interest, charitable, social or community activities, (ii) serving as a director or member of an advisory committee of any corporation or other entity that the Executive is serving on the boards of a reasonable number of trade associations and/or charitable organizations, subject to the approval as of the Chief Executive Officer of Effective Date or any other corporation or entity that is not in direct competition with the Company in each case, or (iii) engaging in charitable activitiesmanaging his personal investments, community affairs, or other non-profit activities, and (iv) managing her personal investments and affairs; provided that such activities set forth in this Section 3(d) do not materially interfere with the proper Executive's regular performance of her his duties and responsibilities hereunder. (e) Executive agrees to abide by any employment rules or policies applicable to Company's employees generally, or Policy Committee members specifically, that the Company currently has or may adopt, amend or implement from time to time or at any time during Executive's employment with the Company.