Common use of Position; Duties Clause in Contracts

Position; Duties. (a) During the Employment Term (as defined in Section 2 below), Executive shall serve as the Chief Financial Officer of the Company. In this capacity Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Company; provided the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s’ personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s’ fiduciary duty to the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice of the conflict is received from the Board. (c) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Company.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below)Term, the Executive shall serve as the Chief Financial Officer President of the Company. In this capacity Executive shall have OEM Group of the Company with such dutiesresponsibilities, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities authority as are from time to time assigned to the Executive by the Chief Executive Officer shall designate that are consistent of Superior TeleCom Inc. (the “Parent”, together with Executive’s position as the Company and its affiliated companies, the “Group”) and/or the President and Chief Financial Operating Officer of the CompanyParent. Executive The Executive’s duties shall report be performed primarily at the headquarters office for the OEM Group as it may exist from time to the Chief Executive Officertime, which is currently located in Fort Xxxxx, Indiana. (b) During the Employment TermTerm (as hereinafter defined), and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Company and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civiccivic or charitable boards or committees, educational, professional, community or industry affairs or, with prior written approval provided that the Chief Executive Officer of the Board Parent first approves of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; such service and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Executive’s responsibilities as an employee of the Board, conflict Company in accordance with Executive’s’ fiduciary duty to this Agreement and are not directly competitive with the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice operating businesses of the conflict is received from the BoardGroup. (c) Notwithstanding anything to the contrary in this Section 1, the Executive further agrees to serve without additional compensation compensation, if elected or appointed thereto, as an officer a director of the Company and director any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries or affiliatessubsidiaries, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed provided that the Company may assign Executive to one of its subsidiaries or affiliates is indemnified for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Companyserving in any and all such capacities.

Position; Duties. (a) During the Employment Term Period (as defined in Section 2 3 below), Executive shall serve as President and Chief Executive Officer of WellPoint, reporting directly to the Chief Financial Officer board of directors of WellPoint (the “Board”); shall have all authorities customarily exercised by an individual serving in those capacities at entities of the Company’s size and nature; shall provide executive, administrative and managerial services to the Company; and shall perform such other reasonable employment duties consistent with such position as the Board may from time to time prescribe. In this capacity During the Employment Period, Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities also serve as the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer a member of the CompanyBoard, and as a member of the board of directors of any of WellPoint’s subsidiaries to which she is elected. Upon the termination of the Employment Period, Executive shall report to shall, at the Chief Executive OfficerBoard’s request, resign from the Board and from any boards of directors of any of WellPoint’s subsidiaries on which she is then serving. (b) During Executive shall, during the Employment Term, Executive shall devote substantially all of his business time (excluding periods of vacation Period and other approved leaves of absence) except to the performance of his duties with extent otherwise approved by the Company; provided the foregoing shall not prevent Executive from Board or authorized below, (i) participating in charitabledevote her full business time to the services required of Executive under this Agreement, civic(ii) render her business services exclusively to the Company, educationaland (iii) use her best efforts, professionaljudgment, community or industry affairs or, with prior written approval of and energy to improve and advance the Board of Directors business and interests of the Company in a manner consistent with the duties of Executive’s positions. Notwithstanding the foregoing, Executive (the ‘Board”x) may engage in civic, charitable, trade association, and other not-for-profit activities (including membership on not-for-profit boards), serving and may manage her personal investments and affairs, and (y) may serve on the board a maximum of two (2) boards of directors or advisory boards of other companiesfor-profit businesses outside the Company; and (ii) managing his and his family’s’ personal investments in each case so long as such activities do not doing so does not, individually or in the aggregate, materially interfere with the performance of his her duties hereunder or for the Company and provided such organizations are not competitors of the Company and such services do not create a potential business conflict of interest. Executive has disclosed in writing her other board memberships to the Board or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment compensation committee of the Board, conflict with Executive’s’ fiduciary duty Board (the “Compensation Committee”) prior to the Company execution of this Agreement and shall disclose such information to the Board (or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice the Compensation Committee) at least annually thereafter as part of the conflict is received from the Boarddirector and officer questionnaire process. (c) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Company.

Position; Duties. (a) During the Employment Term (as defined in Section 2 belowhereinafter defined), the Executive shall serve as the Chief Financial Executive Officer of the Company. In this capacity Executive Employer, with the responsibility and authority to supervise and direct the management of all the activities of the Employer, any subsidiary thereof or any successor to the Employer in the ordinary course of its business and shall have such dutiesresponsibilities, authorities duties and responsibilities commensurate authority as are generally associated with each such position, and, provided that they are not inconsistent with the dutiesforegoing, authorities and responsibilities such as are from time to time assigned to the Executive by the Board of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer Directors of the Company. Executive shall report to Employer (the Chief Executive Officer"Board"). (b) During the Employment TermTerm (as such term is defined in Section 2 of the Agreement), and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Employer and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civic, educational, professional, community civic or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘Board”), serving on the board of directors charitable boards or advisory boards of other companies; committees and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Executive's responsibilities as an employee of the Board, conflict Employer in accordance with Executive’s’ fiduciary duty to this Agreement and are not competitive with the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice operating businesses of the conflict is received from the BoardEmployer. (c) The Executive further agrees to serve without additional compensation compensation, if elected or appointed thereto, as an officer a director of the Employer and director any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries or affiliatesEmployer's subsidiaries, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed provided that the Company may assign Executive is indemnified for serving in any and all such capacities. The Employer shall cause the Executive to one of be nominated to its subsidiaries or affiliates for payroll purposes providing this does not change Board throughout the Executive’s role as the Chief Financial Officer of the CompanyEmployment Term.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below)Term, the Executive shall serve as the Chief Financial Officer Senior Vice President, Corporate Secretary and General Counsel of the Company. In this capacity Executive shall have Parent with such dutiesresponsibilities, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities authority as are from time to time assigned to the Executive by the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer or the Board of Directors of the CompanyParent (the "Board"). The Executive shall be the chief legal officer of the Parent and report directly to the Chief Executive OfficerOfficer of the Parent. The Executive's duties shall be performed primarily at the Parent's headquarters office in the New York City metropolitan area or, if so agreed, as otherwise mutually agreed in writing between the Executive and the Employer. (b) During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Employer and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civiccivic or charitable boards or committees, educational, professional, community or industry affairs or, with prior written approval provided that the Chief Executive Officer of the Board Parent first approves of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; such service and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Executive's responsibilities as an employee of the Board, conflict Employer in accordance with Executive’s’ fiduciary duty to this Agreement and are not directly competitive with the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice operating businesses of the conflict is received from Employer. The parties hereto acknowledge and agree that the BoardExecutive also serves, and shall be entitled to continue to serve, as the Corporate Secretary of Alpine. (c) Notwithstanding anything to the contrary in this Section 1, the Executive further agrees to serve without additional compensation compensation, if elected or appointed thereto, as an officer a director of the Parent and director any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries or affiliatesParent's subsidiaries, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed provided that the Company may assign Executive to one of its subsidiaries or affiliates is indemnified for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Companyserving in any and all such capacities.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below)Term, the Executive shall serve as the Senior Vice President and Chief Financial Officer of the Company. In this capacity Executive shall have Parent with such dutiesresponsibilities, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities authority as are from time to time assigned to the Executive by the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer or the Board of Directors of the CompanyParent (the "Board"). The Executive shall report directly to the Chief Executive OfficerOfficer of the Parent. The Executive's duties shall be performed primarily at the Parent's headquarters office in the New York City metropolitan area or, if so agreed, as otherwise mutually agreed in writing between the Executive and the Employer. (b) During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Employer and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civiccivic or charitable boards or committees, educational, professional, community or industry affairs or, with prior written approval provided that the Chief Executive Officer of the Board Parent first approves of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; such service and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Executive's responsibilities as an employee of the Board, conflict Employer in accordance with Executive’s’ fiduciary duty to this Agreement and are not directly competitive with the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice operating businesses of the conflict is received from Employer. The parties hereto acknowledge and agree that the Board. (c) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to timealso serves, and agrees that any amounts received from any such subsidiary or affiliate may shall be offset against the amounts due hereunder. In additionentitled to continue to serve, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of Alpine. (c) Notwithstanding anything to the Companycontrary in this Section 1, the Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Parent and any of its subsidiaries and in one or more executive offices of any of the Parent's subsidiaries, provided that the Executive is indemnified for serving in any and all such capacities.

Position; Duties. (a) During the Employment Term (Except as defined provided in Section 2 2(b) below), the Executive shall serve as the Chief Financial Officer of Company’s President during the CompanyEmployment Term. In this capacity As President, the Executive shall have such duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibilities position of persons in similar capacities in similarly sized companies President and such other duties and responsibilities as the Chief Executive Officer Company’s Board of Directors (the “Board”) shall designate that are consistent with the Executive’s position as Chief Financial Officer of the Company. Executive shall report to the Chief Executive OfficerPresident. (b) During the Employment Term, the Executive shall agrees to devote substantially all of his full business time (excluding periods of vacation time, attention and other approved leaves of absence) energies to the performance of his duties with all of the Company; provided lawful duties, responsibilities and authority that may be assigned to him hereunder. Nothing contained in this Agreement will preclude the foregoing shall not prevent Executive from (i) participating in charitabledevoting time to personal and family investments, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s’ personal investments so long serving as a director of any company or (iii) from participating in charitable or industry associations, in each case, provided that such activities or services do not (x) materially interfere with the Executive’s performance of his duties hereunder or create a potential business conflict or (y) violate the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment terms of the Board, conflict with Executive’s’ fiduciary duty to the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice of the conflict is received from the BoardConfidentiality Agreement (as defined below). (c) During the Employment Term, the Executive further shall serve as a member of the Board, and the Executive agrees to serve as a member of the Board without additional compensation as an officer compensation. Upon the Executive’s termination of employment from the Company for any reason, unless otherwise specified in a written agreement between the Executive and director of the Company, the Executive will be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company or any of the Company’s subsidiaries or its affiliates, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that to take all actions reasonably requested by the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change effectuate the Executive’s role as the Chief Financial Officer of the Company.foregoin

Position; Duties. (a) During the Employment Term (as defined in Section 2 below), the Executive shall serve as the Chairman (subject to the provisions of Section 1(c) below), President and Chief Financial Executive Officer of the Company. In this capacity these capacities the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer Board of Directors of the Company (the “Board”) shall designate that are consistent with the Executive’s position positions as Chairman, President and Chief Financial Executive Officer of the Company. The Executive shall report exclusively to the Chief Executive OfficerBoard. (b) During the Employment Term, the Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to the performance of his duties with the Company; , provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s’ ’s personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with the Executive’s’ ’s fiduciary duty duties to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors and/or advisory boards disclosed by the Executive to the Company as of the Effective Date are hereby approved. (c) During the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of his then current term. (d) The Executive acknowledges and agrees that he shall be on the Company’s payroll and that the Company is his employer, as well as the payer and obligor with respect to the payment or provision of compensation and benefits under this Agreement, subject to the provisions of Section 25. The Executive further agrees to that as part of his employment by the Company, he shall serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, affiliates and agrees that any amounts received from any such subsidiary or affiliate corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Companypurposes.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below), Executive shall serve as the Vice President and Chief Financial Officer of the Company. In this capacity such capacity, Executive shall have such duties, authorities active and responsibilities commensurate with general supervision and management over the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer financial affairs of the Company. Executive , including its treasury and accounting functions, and shall report to the Company's Chief Executive OfficerOfficer ("CEO"). (b) During the Employment Term, Executive shall use Executive's best efforts to perform faithfully and efficiently the duties and responsibilities assigned to Executive hereunder and devote substantially all of his Executive's business time (excluding periods of vacation and other approved leaves of absence) to the performance of his Executive's duties with the Company; provided provided, the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘"Board”"), serving on the board of directors or advisory boards of other companies; , and (ii) managing his Executive's and his Executive's family’s’ 's personal investments investments, in all events so long as such activities do not materially interfere with the performance of his Executive's duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s’ 's fiduciary duty to the Company or create any appearance thereof, Executive shall promptly shall, as soon as reasonably practicable considering any fiduciary duty to the other such company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. (c) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s 's subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Company.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below)Term, the Executive shall serve as the President and Chief Financial Operating Officer of the Company. In this capacity Executive shall have Parent with such dutiesresponsibilities, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities authority as are from time to time assigned to the Executive by the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer or the Board of Directors of the CompanyParent (the "Board"). The Executive shall report directly to the Chief Executive OfficerOfficer of the Parent. The Executive's duties shall be performed primarily at the Parent's headquarters office in the New York City metropolitan area or, if so agreed, as otherwise mutually agreed in writing between the Executive and the Employer. (b) During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Employer and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civiccivic or charitable boards or committees, educational, professional, community or industry affairs or, with prior written approval provided that the Chief Executive Officer of the Board Parent first approves of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; such service and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create the Executive's responsibilities as an employee of the Employer in accordance with this Agreement and are not directly competitive with the operating businesses of the Employer. The Employer hereby acknowledges that the Executive shall be entitled to continue serving as a potential business conflict or member of the appearance thereof. If at any time service on any board respective boards of directors or advisory board wouldof PolyVision Corporation and Xxxxxxx & Company, in the good faith judgment of the Board, conflict with Executive’s’ fiduciary duty to the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice of the conflict is received from the Board.Inc. (c) Notwithstanding anything to the contrary in this Section 1, the Executive further agrees to serve without additional compensation compensation, if elected or appointed thereto, as an officer a director of the Parent and director any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries or affiliatesParent's subsidiaries, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed provided that the Company may assign Executive to one of its subsidiaries or affiliates is indemnified for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Companyserving in any and all such capacities.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below), Executive shall serve as the Vice President and Chief Financial Officer of the Company. In this capacity such capacity, Executive shall have such duties, authorities active and responsibilities commensurate with general supervision and management over the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer financial affairs of the Company. Executive , including its treasury and accounting functions, and shall report to the Company’s Chief Executive OfficerOfficer (“CEO”). (b) During the Employment Term, Executive shall use Executive’s best efforts to perform faithfully and efficiently the duties and responsibilities assigned to Executive hereunder and devote substantially all of his Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of his Executive’s duties with the Company; provided provided, the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘“Board”), serving on the board of directors or advisory boards of other companies; , and (ii) managing his Executive’s and his Executive’s family’s’ ’s personal investments investments, in all events so long as such activities do not materially interfere with the performance of his Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s’ ’s fiduciary duty to the Company or create any appearance thereof, Executive shall promptly shall, as soon as reasonably practicable considering any fiduciary duty to the other such company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. (c) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Company.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below), the Executive shall serve as the Chief Financial Officer an employee Executive Chairman of the CompanyBoard of Directors of the Company (the "Board"). In this capacity the Executive shall have such duties, authorities and responsibilities required of, and commensurate with, his status as Chairman of the Board and as provided in the Company's by-laws. The Executive will consult with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer and the Board on the strategic direction of the Company. The Executive shall report solely and directly to the Board and will jointly preside with the Chief Executive OfficerOfficer at meetings of the Board. (b) During the Employment Term, the Executive shall devote substantially all of his business time (excluding periods of vacation and other approved leaves of absence) to in the performance of his duties with the Company; , provided the foregoing shall will not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘Board”), or serving on the board of directors or advisory boards of other companies; provided, however, that the Executive shall not serve as a director on more than three boards of directors or advisory boards of other for profit companies or with regard to any competitive company without the prior written approval of the Board, and (ii) managing his and his family’s’ 's personal investments so long as such activities in the aggregate do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s’ fiduciary duty to the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice of the conflict is received from the Boardhereunder. (c) Upon the consummation of the Merger, the Executive further agrees to serve without additional compensation shall be elected as an officer and a director of any the Company with a term that extends until at least the end of the Company’s subsidiaries or affiliatesEmployment Term. During the Employment Term, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against by-laws of the amounts due hereunder. In addition, it is agreed Company shall provide that the Company Executive may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role only be removed from his position as the Chief Financial Officer Chairman of the CompanyBoard by a vote of at least two-thirds of the members of the entire Board.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below)Term, the Executive shall serve as the Chief Financial Officer President of the Company. In this capacity Executive shall have Electrical Group of the Company with such dutiesresponsibilities, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities authority as are from time to time assigned to the Executive by the Chief Executive Officer shall designate that are consistent of Superior TeleCom Inc. (the “Parent”, together with Executive’s position as the Company and its affiliated companies, the “Group”) and/or the President and Chief Financial Operating Officer of the Parent. The Executive’s duties shall be performed primarily at the Company. ’s offices in Fort Xxxxx, Indiana or, if so agreed, as otherwise mutually agreed in writing between the Executive shall report to and the Chief Executive OfficerCompany. (b) During the Employment TermTerm (as hereinafter defined), and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Company and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civiccivic or charitable boards or committees, educational, professional, community or industry affairs or, with prior written approval provided that the Chief Executive Officer of the Board Parent first approves of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; such service and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Executive’s responsibilities as an employee of the Board, conflict Company in accordance with Executive’s’ fiduciary duty to this Agreement and are not directly competitive with the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice operating businesses of the conflict is received from the BoardGroup. (c) Notwithstanding anything to the contrary in this Section 1, the Executive further agrees to serve without additional compensation compensation, if elected or appointed thereto, as an officer a director of the Company and director any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries or affiliatessubsidiaries, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed provided that the Company may assign Executive to one of its subsidiaries or affiliates is indemnified for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Companyserving in any and all such capacities.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below)Term, the Executive shall serve as the Chief Financial Officer President of the Company. In this capacity Executive shall have Company with such dutiesresponsibilities, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities authority as are from time to time assigned to the Executive by the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer of the Parent. The Executive's duties shall be performed primarily at the Company's headquarters office as it may exist from time to time, which is currently located in Fort Xxxxx, Indiana. In the event that the Company's headquarters are moved, the Executive shall report be entitled to relocation benefits pursuant to the Chief Executive OfficerCompany's then relocation benefit program. (b) During the Employment TermTerm (as hereinafter defined), and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Company and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civiccivic or charitable boards or committees, educational, professional, community or industry affairs or, with prior written approval provided that the Chief Executive Officer of the Board Parent first approves of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; such service and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Executive's responsibilities as an employee of the Board, conflict Company in accordance with Executive’s’ fiduciary duty to this Agreement and are not directly competitive with the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice operating businesses of the conflict is received from the BoardEmployer. (c) Notwithstanding anything to the contrary in this Section 1, the Executive further agrees to serve without additional compensation compensation, if elected or appointed thereto, as an officer a director of Holdco, the Company and director any of their subsidiaries and in one or more executive offices of any of the Parent's or the Company’s subsidiaries or affiliates's subsidiaries, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed provided that the Company may assign Executive to one of its subsidiaries or affiliates is indemnified for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Companyserving in any and all such capacities.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below), The Executive shall serve be employed as the President and Chief Financial Executive Officer of the Company. In this capacity Executive Company and shall have such duties, the authorities and responsibilities commensurate customarily associated with the duties, authorities status of such positions at other New York Stock Exchange listed companies. In his capacity as President and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief Executive Officer shall designate that are consistent with Executive’s position as Chief Financial Officer of Officer, the Company. Executive shall report directly to the Chief Company’s Board of Directors (the “Board”) and shall have ultimate responsibility for all the Company’s current and future operations in the U.S. and abroad. Upon termination of the Executive’s employment for any reason, if and to the extent requested by the Company, the Executive Officer. (b) During shall promptly resign from the Employment Term, Board and from all other positions that the Executive then holds with the Company or any affiliate and promptly execute all documentation for such resignations. The Executive shall devote substantially all of his business time time, effort and energies to the business of the Company; provided, however, that notwithstanding the foregoing, the Executive may (excluding periods a) serve as an officer or director of vacation the entities for whom he serves as such on the Commencement Date and other approved leaves entities, (b) engage in civic, charitable, public service and community activities and affairs, (c) accept and fulfill a reasonable number of absencespeaking engagements, and (d) to manage his personal investments and affairs, as long as such activities do not interfere, individually or in the aggregate, with his obligations and the proper performance of his duties with the Company; provided the foregoing shall not prevent Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of and responsibilities to the Company (under this Agreement in any material respect. If the ‘Board”), serving Executive accepts an appointment to serve on the board of directors or advisory boards in any other capacity with any for profit business entity for which he does not serve on the Commencement Date, the Executive shall provide notice thereof to the Chair of other companies; and (ii) managing his and his family’s’ personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Nominating/Governance Committee of the Board, conflict with Executive’s’ fiduciary duty to the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice of the conflict is received from the Board. (c) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Company.

Position; Duties. (a) During the Employment Term (Except as defined provided in Section 2 2(b) below), the Executive shall serve as the President and Chief Financial Executive Officer (CEO) and, upon the Effective Date, shall be appointed as a member of the CompanyBoard of Directors (the “Board”) of the Company and its subsidiary, Eloxx Pharmaceuticals, Ltd. during the Employment Term. In this capacity During the Employment Term, the Executive shall continue to be nominated by the Board (or a Committee thereof) for re-election as a member of the Board at the expiration of the then-current term, and shall serve as a member of the Board without additional compensation. As CEO, the Executive shall have such duties, authorities and responsibilities as are commensurate with the duties, authorities and responsibilities position of persons in similar capacities in similarly sized companies CEO and such other duties and responsibilities as the Chief Executive Officer Board shall designate that are consistent with the Executive’s position as Chief Financial Officer Executive Officer. The Executive agrees to serve, if requested, without additional compensation, as an officer or director of any of the Company. Executive shall report to the Chief Executive Officer’s subsidiaries. (b) During the Employment Term, the Executive shall agrees to devote substantially all of his full business time (excluding periods of vacation time, attention and other approved leaves of absence) energies to the performance of his duties with all of the Company; provided lawful duties, responsibilities and authority that may be assigned to him hereunder. Nothing contained in this Agreement will preclude the foregoing shall not prevent Executive from (i) participating in charitabledevoting time to personal and family investments, civic, educational, professional, community or industry affairs or, with prior written approval of the Board of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s’ personal investments so long serving as a director of any not-for-profit company, (iii) serving as a director for any for-profit company that is approved by the Board (such approval not to be unreasonably withheld) or (iv) from participating in charitable or industry associations, in each case, provided that such activities or services do not (x) materially interfere with the Executive’s performance of his duties hereunder or create a potential business conflict or (y) violate the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment terms of the Board, conflict with Executive’s’ fiduciary duty to the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice of the conflict is received from the BoardConfidentiality Agreement (as defined below). (c) Executive further agrees to serve without additional compensation as an officer and director During the Employment Term, the Executive’s principal place of any of employment shall be the Company’s subsidiaries or affiliatesoffices in Watertown, as the same may exist from time Massachusetts, subject to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change customary business travel consistent with the Executive’s role as the Chief Financial Officer of the Companyduties and responsibilities.

Position; Duties. (a) During the Employment Term (as defined in Section 2 below)Term, the Executive shall serve as the Chief Financial Officer a Senior Vice President of the Company. In this capacity Executive shall have Parent and President of the OEM Group of the Company with such dutiesresponsibilities, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities authority as are from time to time assigned to the Executive by the Chief Executive Officer shall designate that are consistent with Executive’s position as of the Parent and/or the President and Chief Financial Operating Officer of the CompanyParent. The Executive's duties shall be performed primarily at the headquarters office for the OEM Group as it may exist from time to time, which is currently located in Fort Xxxxx, Indiana. The Executive shall report directly to the President and Chief Executive OfficerOperating Officer of the Parent. (b) During the Employment TermTerm (as hereinafter defined), and excluding any periods of vacation and sick leave to which the Executive shall is entitled, the Executive agrees to devote all or substantially all of his full business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of his duties with for the Company; provided Employer and to perform faithfully and efficiently such duties. During the foregoing Employment Term, it shall not prevent be a violation of this Agreement for the Executive from to (iA) participating in charitableserve on corporate, civiccivic or charitable boards or committees, educational, professional, community or industry affairs or, with prior written approval provided that the Chief Executive Officer of the Board Parent first approves of Directors of the Company (the ‘Board”), serving on the board of directors or advisory boards of other companies; such service and (iiB) managing his and his family’s’ manage personal investments investments, so long as such activities do not materially significantly interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment Executive's responsibilities as an employee of the Board, conflict Employer in accordance with Executive’s’ fiduciary duty to this Agreement and are not directly competitive with the Company or create any appearance thereof, Executive shall promptly resign from such other board of directors or advisory board after notice operating businesses of the conflict is received from the BoardEmployer. (c) Notwithstanding anything to the contrary in this Section 1, the Executive further agrees to serve without additional compensation compensation, if elected or appointed thereto, as an officer a director of the Parent, the Company and director any of their subsidiaries and in one or more executive offices of any of the Parent's or Company’s subsidiaries or affiliates's subsidiaries, as the same may exist from time to time, and agrees that any amounts received from any such subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed provided that the Company may assign Executive to one of its subsidiaries or affiliates is indemnified for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Companyserving in any and all such capacities.