Common use of Positions and Duties Clause in Contracts

Positions and Duties. (a) The Executive will serve as President and Chief Operating Officer, and will be nominated to serve as a member of the Board of Directors of the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive will, subject to the powers and authority reserved in or by the Board of Directors of the Company, have the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall devote substantially all of his time, energy, and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public company. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminates, the Executive shall promptly resign from the Board of Directors.

Positions and Duties. (a) The During the Employment Period, the Company will employ the Executive, and the Executive will agrees to serve and accept employment, as the Vice President and Chief Operating OfficerLegal Counsel Company, and will be nominated reporting directly to serve as a member of the Board of Directors of the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries other ultimate executive authority of the Company or such person as the CEO delegates (the "CEO"). As Vice President and Legal Counsel, the Executive shall perform the customary duties of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive willsuch position, subject to the powers direction and authority reserved in control of the CEO, and shall perform such other duties, not inconsistent with such position, as the CEO or by the Board of Directors of the CompanyCompany (the "Board") may require. The Executive's responsibilities shall include legal matters, have the authority business development, tax planning and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board management of Directors or Chief Executive Officer of the Company determine are appropriateTuron-MSI's operations. The Executive shall devote substantially all have assignments on the Boards of his timeEastern Mining Services, energy, Turon-MSI and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companySuministros y Servicios Mineros de Colombia Ltda. (db) The Company shall cause During the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesEmployment Period, the Executive shall promptly resign from devote all of his working time to such employment, shall devote his best efforts to advance the Board interests of Directorsthe Company and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board. It shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or on those corporate boards or committees on which the Executive is serving as of the Effective Date (each of which have been disclosed by the Executive to the Company in writing and are attached hereto as Exhibit A), provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. It shall also not be a violation of this Agreement for the Executive to have passive investments in entities that do not in any way compete with the Company provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. (c) During the Employment Period, the Executive shall not cause the Company to enter into any contract with any related party without the prior written consent of the CEO. For purposes of this subsection (c), a related party is any entity in which the Executive or his immediate family has any ownership interest. For purposes of this Agreement immediate family members are an individual's parents, spouse, children and other dependents living in the individual's home.

Positions and Duties. (a) The Executive During the Employment Period, the Company will serve as President and Chief Operating Officeremploy the Executive, and will be nominated the Executive agrees to serve and accept employment, as a member the General Manager of the Board of Directors O'Brien Design Associates division of the Company. The Executive will serve in such offices or positions , reporting directly to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries other ultimate executive authority of the Company or of any such person as the CEO delegates (the "CEO"). However, at a future time and at the discretion of the SubsidiariesCEO, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to concentrate his activities on the Chief Executive Officer technology and operations portions of the O'Brien Design Associates division of the Company. (c) The . As General Manager of O'Brien Design Associates, the Executive willshall perform the customary duties of such position, subject to the powers direction and authority reserved in control of the CEO, and shall perform such other duties, not inconsistent with such position, as the CEO or by the Board of Directors of the CompanyCompany (the "Board") may require. The Executive's responsibilities shall include overseeing, have developing, and supervising the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer business of the Company determine are appropriate. The Executive shall devote substantially all O'Brien Design Associates division of his time, energy, and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as shall have a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of position on the Board of Directors prior to accepting a position as a director of any public companyO'Brien Design Associates. (db) The Company shall cause During the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesEmployment Period, the Executive shall promptly resign from devote all of his working time to such employment, shall devote his best efforts to advance the Board interests of Directorsthe Company and shall not engage in any other business activities except as set forth in Exhibit A, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board. It shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or on those corporate boards or committees on which the Executive is serving as of the Effective Date (each of which have been disclosed by the Executive to the Company in writing and are attached hereto as Exhibit B), provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. It shall also not be a violation of this Agreement for the Executive to have passive investments in entities that do not in any way compete with the Company provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. (c) During the Employment Period, the Executive shall not cause the Company to enter into any contract with any related party without the prior written consent of the CEO. For purposes of this subsection (c), a related party is any entity in which the Executive or his immediate family has any ownership interest. For purposes of this Agreement immediate family members are an individual's parents, spouse, children and other dependents living in the individual's home.

Positions and Duties. (a) The Executive will While employed hereunder, Employee shall serve as a Vice President and Chief Operating Officerof the Company, and will shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such office, including (without limitation) such duties and responsibilities as are set forth with respect to such office in the Company's Certificate of Incorporation and By-laws (as from time to time in effect). Employee shall have such additional duties and responsibilities commensurate with such offices as from time to time may be nominated reasonably assigned to serve him by the Board of Directors. While employed hereunder, Employee shall (i) report directly to the President of the Company and (ii) observe and comply with all lawful policies, directions and instructions of the President which are consistent with the foregoing provisions of this paragraph (a). (b) The Company agrees to use its reasonable best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a member of the Board of Directors and a member of its Executive Committee (if such a committee exists), at all times during the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the CompanyTerm. (c) The Executive willWhile employed hereunder, subject to the powers and authority reserved in or by the Board of Directors of the Company, have the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive Employee shall (i) devote substantially all of his business time, energyattention, skill and attention efforts to the affairs faithful and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his efficient performance of his duties for hereunder and (ii) not accept employment with any Person other than with the Company. The Executive Notwithstanding the foregoing, Employee may continue to serve as a director of Borders Group, Inc., engage in the following activities so long as such activity would they do not constitute a violation interfere in any material respect with the performance of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companyEmployee's duties and responsibilities hereunder: (i) serve on corporate, civic, religious, educational or charitable boards or committees and (ii) manage his personal investments. (d) The Company While employed hereunder, Employee shall cause conduct himself in such a manner as not to knowingly prejudice, in any material respect, the election reputation of the Executive to its Board Company in the fields of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment business in which it is engaged or with the Company terminates, investment community or the Executive shall promptly resign from the Board of Directorspublic at large.

Positions and Duties. (a) The Executive will While employed hereunder, Employee shall serve as President and Chief Operating Officer, and will be nominated to serve as a member of the Board of Directors of the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President each Employer and Chief Operating Officer. The Executive's service as an officer or director shall have and may exercise all of the Company powers, functions, duties and responsibilities normally attributable to such positions, including any such duties and responsibilities as are set forth with respect to such positions in the Employers' respective certificates of any of the direct or indirectincorporation and bylaws, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made as from time to time in this Agreement to employment with the Companyeffect. (b) The Executive will report to the Chief Executive Officer While employed hereunder, Employee shall observe and comply with all lawful policies, directions and instructions of the Company. (c) The Executive will, subject to Board and/or the powers and authority reserved in or by Chairman of the Board of Directors of the Company, have the authority which are consistent with paragraph (a) above and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall devote substantially all of his business time, energyattention, skill and attention efforts to the affairs faithful and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his efficient performance of his duties for hereunder. Notwithstanding the Companyforegoing, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties hereunder: (i) serve on corporate, civic, religious or charitable boards or committees, (ii) deliver lectures and fulfill speaking engagements and (iii) manage his personal investments. (c) Employers agree to use their reasonable best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a director of each Employer at all times during the Employment Period. The Executive may continue Employee agrees to serve as a director of Borders Group, Inc., each Employer (and any other Constituent Company so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from designated by the Compensation Committee Board or the Chairman of the Board of Directors prior to accepting a position as a director of any public companyBoard) at all times during the Employment Period. (d) The While employed hereunder, Employee shall at all times conduct himself in such a manner as not to knowingly prejudice, in any material respect, the reputation of any Constituent Company shall cause in the election fields of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment business in which it engaged or with the Company terminates, investment community or the Executive shall promptly resign from the Board of Directorspublic at large.

Positions and Duties. (a) The Executive During the Employment Period, the Company will serve as President and Chief Operating Officeremploy the Executive, and will be nominated the Executive agrees to serve and accept employment, as a member the Vice President of the Board of Directors of the Company. The Executive will serve in such offices or positions Operations, reporting directly to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries other ultimate executive authority of the Company or such person as the CEO delegates (the "CEO"). As Vice President of any Operations, the Executive shall perform the customary duties of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive willsuch position, subject to the powers direction and authority reserved in control of the CEO, and shall perform such other duties, not inconsistent with such position, as the CEO or by the Board of Directors of the CompanyCompany (the "Board") may require. The Executive's responsibilities shall include overseeing and supervising bulk operations in North America, have the authority coordination of bulk licences and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer Coordination of the Company determine are appropriatejoint venture operations in Uzbekistan and Colombia. The Executive shall devote substantially all have positions on the Boards of his time, energy, and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companyEastern Mining Services. (db) The Company shall cause During the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesEmployment Period, the Executive shall promptly resign from devote all of his working time to such employment, shall devote his best efforts to advance the Board interests of Directorsthe Company and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board. It shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or on those corporate boards or committees on which the Executive is serving as of the Effective Date (each of which have been disclosed by the Executive to the Company in writing and are attached hereto as Exhibit A), provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. It shall also not be a violation of this Agreement for the Executive to have passive investments in entities that do not in any way compete with the Company provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. (c) During the Employment Period, the Executive shall not cause the Company to enter into any contract with any related party without the prior written consent of the CEO. For purposes of this subsection (c), a related party is any entity in which the Executive or his immediate family has any ownership interest. For purposes of this Agreement immediate family members are an individual's parents, spouse, children and other dependents living in the individual's home.

Positions and Duties. (a) a. The Company hereby employs Employee as Chief Executive will serve as President Officer of the Company during the term of this Agreement, with powers and Chief Operating Officerduties consistent with such position. Employee shall, during the term of this Agreement, perform such additional or different duties, and will accept the election or appointment to such other offices or positions, as may mutually be nominated agreeable to serve as a member of Employee and the Board of Directors of the Company. The Executive will serve in such offices or positions Employee shall report to which he is elected or appointed by the Board of Directors or of the Chief Executive Officer Company. Employee shall also be appointed to the Board of Directors of the Company consistent with his duties as President (and Chief Operating Officer. The Executive's service as an officer or director shall be elected Chairman of the Company Board) as soon as practicable after the date hereof and shall thereafter be included in management's state of any directors nominated for approval by the Company's shareholders. b. Employee shall devote his full working time to the promotion of the direct or indirectCompany's business and welfare; provided, wholly or partially owned subsidiaries of the Company or of any of the Subsidiarieshowever, will be encompassed within any reference made that Employee may engage in this Agreement to employment other business activities with the Company. 's prior written consent which consent shall not be unreasonably withheld provided that such other business activities shall not constitute a Competitive Business (bas defined below) and shall not adversely affect the performance of Employee's services hereunder. The Executive will report Company hereby consents to the Chief Executive Officer of the Company. (c) The Executive will, subject Employee's activities as provided on Schedule II hereof. Employee shall perform such duties and responsibilities incidental to the powers and authority reserved in or his employment as may from time to time be requested by the Board of Directors of the Company, consistent with Employee's position, stature and experience, and shall faithfully observe the Company's policies and procedures consistent with the provisions hereof. Employee shall have the authority to select and responsibility customarily attending employ all staff necessary to conduct the business of the Company and each corporate office held by him pursuant of its subsidiaries, and all such staff shall ultimately report to, and be subject to Section 4(a)the control and direction of, Employee. c. During the term of this Agreement, Employee shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the businesses of the Company or the Company's subsidiaries or affiliates (collectively, "Competitive Business") so long as the Company or the Company's subsidiaries or affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; or (iii) become interested in a Competitive Business in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. In addition, during the Executive will hold such other offices in term of this Agreement and perform such other executive and administrative duties for during the Company as the Board one year period following termination of Directors his employment hereunder, Employee shall not, directly or Chief Executive Officer indirectly (i) induce any customer or supplier of the Company determine are appropriate. The Executive shall devote substantially all of his time, energy, and attention or the Company's subsidiaries or affiliates to terminate its relationship with the affairs and operations Company or the Company's subsidiaries or affiliates (as the case may be); or (ii) solicit or induce any of the Company's employees to terminate their employment with the Company, or hire or cause any of the then current employees of the Company to be hired by any other company (except companies controlled by the Company). Notwithstanding anything to the contrary, Employee may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve Employee's ownership of: (1) securities of any corporation which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, as long as Employee is not part of any control group of such corporation (the Company is aware that Employee holds options in Trimark Holdings, Inc. and such holdings are not in conflict with this Section 1 (c)); providedand (2) any securities of a partnership, howevertrust, corporation or other person so long as Employee remains a passive investor in that the Executive may devote reasonable periods entity and does not become part of time during normal business hours to any control group thereof (iexcept in a passive capacity) serving as a director or trustee in any organization or business and so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do entity is not, directly or indirectly, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public company. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment competition with the Company terminates, the Executive shall promptly resign from the Board of Directorsor its subsidiaries or affiliates.

Positions and Duties. (a) The Executive During the Employment Period, the Company will serve as President and Chief Operating Officeremploy the Executive, and will be nominated the Executive agrees to serve and accept employment, as a member the General Manager of the Board of Directors of the Company. The Executive will serve in such offices or positions Green Mountain Explosives, reporting directly to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries other ultimate executive authority of the Company or such person as the CEO delegates (the "CEO"). As General Manager of any Green Mountain Explosives, the Executive shall perform the customary duties of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive willsuch position, subject to the powers direction and authority reserved in control of the CEO, and shall perform such other duties, not inconsistent with such position, as the CEO or by the Board of Directors of the CompanyCompany (the "Board") may require. The Executive's responsibilities shall include overseeing, have developing, and supervising the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board business of Directors or Chief Executive Officer of the Company determine are appropriateGreen Mountain Explosives. The Executive shall devote substantially all have positions on the Boards of his time, energy, Green Mountain Explosives and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companyTennessee Blasting. (db) The Company shall cause During the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesEmployment Period, the Executive shall promptly resign from devote all of his working time to such employment, shall devote his best efforts to advance the Board interests of Directorsthe Company and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board. It shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or on those corporate boards or committees on which the Executive is serving as of the Effective Date (each of which have been disclosed by the Executive to the Company in writing and are attached hereto as Exhibit A), provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. It shall also not be a violation of this Agreement for the Executive to have passive investments in entities that do not in any way compete with the Company provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. (c) During the Employment Period, the Executive shall not cause the Company to enter into any contract with any related party without the prior written consent of the CEO. For purposes of this subsection (c), a related party is any entity in which the Executive or his immediate family has any ownership interest. For purposes of this Agreement immediate family members are an individual's parents, spouse, children and other dependents living in the individual's home.

Positions and Duties. (ai) The During the Employment Period, the Company agrees to employ the Executive, and the Executive will agrees to serve as President Chairman of the Board of the Company and Chief Operating Officeras an employee of one or more of its subsidiaries, with such authority, duties and will responsibilities as are commensurate with such position and as may be nominated consistent with such position. During the Employment Period, the Executive also agrees to serve as a member of the Board of Directors of the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive will, subject to the powers and authority reserved in or by the Board of Directors of the Company, have the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall devote substantially all of his time, energy, and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of Director on the Company's Board of Directors, substantially detract from as well as a member of any committee of the Board of Directors to which the Executive may be elected or appointed. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his performance full professional attention and time during normal business hours to the business and affairs of his duties the Company and to perform the responsibilities assigned to the Executive hereunder. During the Employment Period it shall not be a violation of this Agreement for the Company. The Executive may continue to (A) serve as a director of Borders Groupon corporate, Inc.civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activity would activities do not constitute a violation interfere with the performance of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public company. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment responsibilities as an employee of the Company in accordance with this Agreement and are consistent with the Company terminatesCompany's policies. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the Executive continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall promptly resign from not thereafter be deemed to interfere with the Board performance of Directorsthe Executive's responsibilities to the Company or to be inconsistent with the Company's policies.

Positions and Duties. (a) The Executive During the Employment Period, the Company will serve as President and Chief Operating Officeremploy the Executive, and will be nominated the Executive agrees to serve and accept employment, as a member the Vice President of the Board of Directors of the Company. The Executive will serve in such offices or positions Technology and Services and, reporting directly to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries other ultimate executive authority of the Company or such person as the CEO delegates (the "CEO"). As Vice President of any Technology and Services, the Executive shall perform the customary duties of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive willsuch position, subject to the powers direction and authority reserved in control of the CEO, and shall perform such other duties, not inconsistent with such position, as the CEO or by the Board of Directors of the CompanyCompany (the "Board") may require. The Executive's responsibilities shall include (i) explosives technology including research and development, have engineering, and technical services, (ii) health, safety and environmental Matters, (iii) coordination of packaged licensing and (iv) overseeing the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriateWest Virginia development project. The Executive shall devote substantially all have assignments on the Boards of his time, energy, Green Mountain Explosives and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companyO'Brien Design Associates. (db) The Company shall cause During the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesEmployment Period, the Executive shall promptly resign from devote all of his working time to such employment, shall devote his best efforts to advance the Board interests of Directorsthe Company and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board. It shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or on those corporate boards or committees on which the Executive is serving as of the Effective Date (each of which have been disclosed by the Executive to the Company in writing and are attached hereto as Exhibit A), provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. It shall also not be a violation of this Agreement for the Executive to have passive investments in entities that do not in any way compete with the Company provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. (c) During the Employment Period, the Executive shall not cause the Company to enter into any contract with any related party without the prior written consent of the CEO. For purposes of this subsection (c), a related party is any entity in which the Executive or his immediate family has any ownership interest. For purposes of this Agreement immediate family members are an individual's parents, spouse, children and other dependents living in the individual's home.

Positions and Duties. (a) The Subject to the earlier termination of the Executive’s employment, the Executive will serve as President shall have the following duties: a. As of the Effective Date, Executive hereby resigns from all positions with the Company, other than Chairman of the Board of Directors of HTS, a director of the Company and Chief Operating Officer, and will be nominated to serve as a member of the Executive Committee of the Board of Directors of the Company. The . b. Until June 30, 2019, the Executive will shall serve in such offices or positions to which he is elected or appointed by as a director and the Chairman of the Board of Directors or of HTS. c. On June 30, 2019, the Chief Executive Officer of the Company consistent with his duties shall resign as President Chairman and Chief Operating Officer. The Executive's service as an officer or a director of the Company Board of Directors of HTS and of any a member of the direct or indirect, wholly or partially owned subsidiaries Executive Committee of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive will, subject to the powers and authority reserved in or by the Board of Directors of the Company, have Company and assume the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as role of Chairman Emeritus of the Board of Directors or Chief Executive Officer of HTS, which shall be a non-voting position. d. Subject to the continued employment of the Company determine are appropriate. The Executive shall devote substantially all of his time, energyby the Company, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his attention and time to the affairs and operations business development on behalf of the Company; provided, howeverserving the Company’s clients and maintaining employee relationships. Notwithstanding the foregoing provisions of this Section 2(d), that the Executive may devote reasonable periods of time during normal business hours to (i) serving serve as a director director, trustee or trustee officer or otherwise participate in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreementnot-for-profit educational, or welfare, social, religious and civic organizations; (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Groupany for-profit business, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from with the Compensation Committee prior consent of the Board President of Directors prior the Company (which consent shall not be unreasonably withheld); and (iii) acquire passive investment interests in one or more entities, to accepting a position the extent that such other activities do not inhibit or interfere with the performance of his duties under this Agreement or, to the knowledge of the Executive, conflict in any material way with the business or policies of the Company or any affiliate thereof. In the event that the Executive is serving as a director of or otherwise participating in any public companynot-for-profit entity that does not inhibit or interfere with the performance of his current duties and does not conflict in any material way with the business or policies of the Company, the Executive may continue to conduct such activities. As used in this Agreement, the term “affiliates” shall include any company controlled by, controlling or under common control with the Company. (d) e. The Company shall cause the election of provide the Executive to its Board of Directors no later than January 31, 2000, with an office and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminates, an administrative assistant while the Executive shall promptly resign from is employed by the Board of DirectorsCompany.

Positions and Duties. (a) The Executive will Subject to the provisions of Section 10 of this Agreement, during Executive’s employment hereunder, he shall serve as President and the Company’s Chief Operating Executive Officer, and will be nominated shall perform such employment duties as are customarily required of and given to serve a Chief Executive Officer and such other duties and responsibilities as a member of the Board of Directors of the CompanyCompany (the “Board of Directors”) shall assign to him from time to time. Executive shall report directly to the Board of Directors. In addition, during the term of this Agreement, Executive agrees to continue to serve as a member and Chairman of the Board of Directors. Executive shall receive no additional compensation for serving on the Board of Directors. The parties acknowledge that Executive will serve in such offices or positions to which he is elected or appointed by currently holds both the titles of Chairman of the Board of Directors or the and Chief Executive Officer Officer. Upon termination of Executive’s employment, for whatever reason, Executive agrees to resign immediately from the Board of Directors, if requested by the Company. Executive agrees to serve the Company faithfully and to the best of his ability and to devote substantially his full time, attention and efforts to the business and affairs of the Company consistent during the term of his employment. Executive agrees that, during the term of this Agreement, he will not render or perform any services for any other corporation, firm, entity or person which are inconsistent with the provisions of this Agreement or which would otherwise impair Executive’s ability to perform his duties as President hereunder, except that Executive shall be entitled to be engaged in the following activities (and Chief Operating Officer. The Executive's service as an officer or director shall be entitled to retain any and all the economic benefits thereof including fees paid in connection therewith): (i) with express authorization of the Company and Board of any of the direct Directors, serve on for profit corporations’ or indirect, wholly businesses’ boards or partially owned subsidiaries of the Company committees which corporations or of any of the Subsidiaries, will be encompassed within any reference made businesses are not in this Agreement to employment competition with the Company. (b) The Executive will report to the Chief Executive Officer business of the Company. ; (cii) The Executive willserve on civic, subject to the powers religious, educational and/or charitable boards or committees; (iii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and authority reserved (iv) make investments in businesses or by the Board of Directors of the Company, have the authority enterprises and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall devote substantially all of manage his time, energy, and attention to the affairs and operations of the Companypersonal investments; provided, however, that the Executive may devote reasonable periods not engage in any of time during normal business hours to the activities described in (i) serving as a director or trustee in any organization or business so long as – (iv) above to the extent such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in not comply with the opinion Company’s Code of Business Conduct applicable to employees of the Company's Board of Directors, substantially detract from his performance of his duties for the CompanyCompany and its subsidiaries. The Company acknowledges that it has, under the terms and conditions set forth in this paragraph, approved Executive may continue to serve as a director of Borders Infrastrux Group, Inc.Inc. and Riverstone Holdings, so long as such activity would not constitute a violation LLC, both of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companywhich are for profit corporations. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminates, the Executive shall promptly resign from the Board of Directors.

Positions and Duties. (a) The Executive will serve as President and Chief Operating OfficerWhile employed hereunder, and will be nominated to Employee shall serve as a member of the Board of Directors Vice President of the Company, and shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such office, including (without limitation) such duties and responsibilities as are set forth with respect to such office in the Company's Certificate of Incorporation and By-laws (as from time to time in effect). The Executive will serve in Employee shall have such additional duties and responsibilities commensurate with such offices or positions as from time to which he is elected or appointed time may be reasonably assigned to him by the Board of Directors or Directors. While employed hereunder, Employee shall (i) report directly to the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any (ii) observe and comply with all lawful policies, directions and instructions of the direct or indirect, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment President which are consistent with the Companyforegoing provisions of this paragraph (a). (b) The Executive will report While employed hereunder, Employee shall (i) devote substantially all of his business time, attention, skill and efforts to the Chief Executive Officer faithful and efficient performance of his duties hereunder and (ii) not accept employment with any Person other than with the Company. Notwithstanding the foregoing, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) serve on corporate, civic, religious, educational or charitable boards or committees and (ii) manage his personal investments. In addition, if the Employee is on part time status as contemplated by Section 3.1(a), Employee's business time commitment to the Company shall be reduced proportionately to the adjustment in his Base Salary as provided by Section 3.1(a) and Employee shall be entitled to accept other employment on a part time basis, provided that such employment does not interfere with Employee's performance of his duties hereunder and no such employment shall be with an entity that in any manner competes with the Company or its subsidiaries in any of their respective lines of business. (c) The Executive willWhile employed hereunder, subject Employee shall conduct himself in such a manner as not to the powers and authority reserved knowingly prejudice, in or by the Board of Directors of the Company, have the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In additionany material respect, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer reputation of the Company determine are appropriate. The Executive shall devote substantially all of his time, energy, and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion fields of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public company. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment business in which it is engaged or with the Company terminates, investment community or the Executive shall promptly resign from the Board of Directorspublic at large.

Positions and Duties. (a) The Executive will While employed hereunder, Employee shall serve as President an Executive Officer of the Company and, following an IPO, as the Chairman of the Board of Directors of the Company and Chief Operating Officerall of its subsidiaries, and will shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such offices, including (without limitation) such duties and responsibilities as are set forth with respect to such offices in the Company's Certificate of Incorporation and By-laws (as from time to time in effect). Employee shall have such additional duties and responsibilities commensurate with such offices as from time to time may be nominated reasonably assigned to serve him by the Board of Directors. While employed hereunder, Employee shall (i) report directly to the Board of Directors of the Company and (ii) observe and comply with all lawful policies, directions and instructions of the Board of Directors which are consistent with the foregoing provisions of this paragraph (a). (b) The Company agrees to use its reasonable best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a member of the Board of Directors of the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive will, subject to the powers and authority reserved in or by the Board of Directors of the Company, have the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall devote substantially all of his time, energy, and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior (if such a committee exists) nonvoting and a ex officio member all other committees other than the Compensation Committee, at all times during the Term. (c) While employed hereunder, Employee shall (i) devote substantially all of his business time, attention, skill and efforts to accepting the faithful and efficient performance of his duties hereunder and (ii) not accept employment with any Person other than with the Company. Notwithstanding the foregoing, Employee may engage in the following activities: (i) serve on corporate, civic, religious, educational or charitable boards or committees and (ii) manage his personal investments including being a position as a director of any public companyconsultant, board member or adviser, to such investments and activities. (d) The Company While employed hereunder, Employee shall cause conduct himself in such a manner as not to knowingly prejudice, in any material respect, the election reputation of the Executive to its Board Company in the fields of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment business in which it is engaged or with the Company terminates, investment community or the Executive shall promptly resign from the Board of Directorspublic at large.

Positions and Duties. (ai) The Executive will serve as President and Chief Operating OfficerDuring the Employment Period, the Company agrees to employ the Executive, and will be nominated the Executive agrees to serve as a member an employee of the Company and as an employee of one or more of its subsidiaries, in such capacity and with such authority, duties and responsibilities as the Company's Chairman of the Board of Directors of may from time to time designate. During the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive will, subject to the powers and authority reserved in or by the Board of Directors of the Company, have the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In additionEmployment Period, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall devote substantially all of his time, energy, and attention also agrees to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving serve as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of Director on the Company's Board of Directors, substantially detract from as well as a member of any committee of the Board of Directors to which the Executive may be elected or appointed. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his performance full professional attention and time during normal business hours to the business and affairs of his duties the Company and to perform the responsibilities assigned to the Executive hereunder. During the Employment Period it shall not be a violation of this Agreement for the Company. The Executive may continue to (A) serve as a director of Borders Groupon corporate, Inc.civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activity would activities do not constitute a violation interfere with the performance of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public company. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment responsibilities as an employee of the Company in accordance with this Agreement and are consistent with the Company terminatesCompany's policies. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the Executive continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall promptly resign from not thereafter be deemed to interfere with the Board performance of Directorsthe Executive's responsibilities to the Company.

Positions and Duties. (a) The Executive During the Employment Period, the Company will serve as President and Chief Operating Officeremploy the Executive, and will be nominated the Executive agrees to serve and accept employment, as a member the Vice President of the Board of Directors Marketing and Sales of the Company. The Executive will serve in such offices or positions , reporting directly to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries other ultimate executive authority of the Company or such person as the CEO delegates (the "CEO"). As Vice President of any Marketing and Sales, the Executive shall perform the customary duties of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive willsuch position, subject to the powers direction and authority reserved in control of the CEO, and shall perform such other duties, not inconsistent with such position, as the CEO or by the Board of Directors of the Company, have Company (the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate"Board") may require. The Executive Executive's responsibilities shall devote substantially all include sales and marketing in North America and shall have assignments on the Boards of his time, energy, Green Mountain Explosives and attention to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companyTennessee Blasting. (db) The Company shall cause During the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesEmployment Period, the Executive shall promptly resign from devote all of his working time to such employment, shall devote his best efforts to advance the Board interests of Directorsthe Company and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board. It shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or on those corporate boards or committees on which the Executive is serving as of the Effective Date (each of which have been disclosed by the Executive to the Company in writing and are attached hereto as Exhibit A), provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. It shall also not be a violation of this Agreement for the Executive to have passive investments in entities that do not in any way compete with the Company provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. (c) During the Employment Period, the Executive shall not cause the Company to enter into any contract with any related party without the prior written consent of the CEO. For purposes of this subsection (c), a related party is any entity in which the Executive or his immediate family has any ownership interest. For purposes of this Agreement immediate family members are an individual's parents, spouse, children and other dependents living in the individual's home.

Positions and Duties. (a) The Executive will Subject to the provisions of Section 10 of this Agreement, during Executive's employment hereunder, he shall serve as President and the Company's Chief Operating Executive Officer, and will be nominated shall perform such employment duties as are customarily required of and given to serve a Chief Executive Officer and such other duties and responsibilities as a member of the Board of Directors of the CompanyCompany (the "Board of Directors") shall assign to him from time to time. Executive shall report directly to the Board of Directors. In addition, during the term of this Agreement, Executive agrees to continue to serve as a member and Chairman of the Board of Directors. Executive shall receive no additional compensation for serving on the Board of Directors. The parties acknowledge that Executive will serve in such offices or positions to which he is elected or appointed by currently holds both the titles of Chairman of the Board of Directors or the and Chief Executive Officer Officer. Upon termination of Executive's employment, for whatever reason, Executive agrees to resign immediately from the Board of Directors, if requested by the Company. Executive agrees to serve the Company faithfully and to the best of his ability and to devote substantially his full time, attention and efforts to the business and affairs of the Company consistent during the term of his employment. Executive agrees that, during the term of this Agreement, he will not render or perform any services for any other corporation, firm, entity or person which are inconsistent with the provisions of this Agreement or which would otherwise impair Executive's ability to perform his duties as President hereunder, except that Executive shall be entitled to be engaged in the following activities (and Chief Operating Officer. The Executive's service as an officer or director shall be entitled to retain any and all the economic benefits thereof including fees paid in connection therewith): (i) with express authorization of the Company and Board of any of the direct Directors, serve on for profit corporations' or indirect, wholly businesses' boards or partially owned subsidiaries of the Company committees which corporations or of any of the Subsidiaries, will be encompassed within any reference made businesses are not in this Agreement to employment competition with the Company. (b) The Executive will report to the Chief Executive Officer business of the Company. ; (cii) The Executive willserve on civic, subject to the powers religious, educational and/or charitable boards or committees; (iii) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions; and authority reserved (iv) make investments in businesses or by the Board of Directors of the Company, have the authority enterprises and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall devote substantially all of manage his time, energy, and attention to the affairs and operations of the Companypersonal investments; provided, however, that the Executive may devote reasonable periods not engage in any of time during normal business hours to the activities described in (i) serving as a director or trustee in any organization or business so long as - (iv) above to the extent such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of not comply with the Company's Board Code of Directors, substantially detract from his performance Business Conduct applicable to employees of his duties for the CompanyCompany and its subsidiaries. The Company acknowledges that it has, under the terms and conditions set forth in this paragraph, approved Executive may continue to serve as a director of Borders Infrastrux Group, Inc.Inc. and Riverstone Holdings, so long as such activity would not constitute a violation LLC, both of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public companywhich are for profit corporations. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminates, the Executive shall promptly resign from the Board of Directors.

Positions and Duties. (a) The While employed hereunder, the Executive will shall serve as the Executive Vice President and Chief Operating Officer, and will be nominated to serve as a member of the Board of Directors General Counsel of the Company. The As such, the Executive will serve in such offices or positions shall have the responsibilities and authorities designated to which he is elected or appointed him by the Board of Directors or the Chief Executive Officer (“CEO”) of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries of the Company or of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The While employed hereunder, the Executive will shall (i) report directly to the Chief Executive Officer CEO of the CompanyCompany or such other person designated by the CEO or the Board of Directors and (ii) observe and comply with all lawful policies, directions and instructions of the CEO or other person so designated that are consistent with the foregoing provisions of this paragraph 2.3. (c) The Executive will, subject to the powers and authority reserved in or by the Board of Directors of the Company, have the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In additionWhile employed hereunder, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate. The Executive shall (i) devote substantially all of his the Executive’s business time, energyattention, skill and attention efforts to the affairs faithful and operations efficient performance of the Executive’s duties hereunder and (ii) not accept employment with any Person other than with the Company; provided. Notwithstanding the foregoing, however, that the Executive may devote reasonable periods of time during normal business hours to may: (i) serving as a director or trustee engage in any organization or business the following activities so long as such activity would they do not constitute a violation interfere in any material respect with the performance of Section 11 of this Agreementthe Executive’s duties and responsibilities hereunder: (A) serve on corporate, civic, religious, educational or charitable boards or committees and (B) manage the Executive’s personal investments; and (ii) engaging in charitable and community activitieshold the position of Counsel with the law firm of Xxxxxx & Xxxxxx LLP, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The provided that Executive shall obtain approval from only work on matters for clients, the Compensation Committee identity of which (but not any client confidential information) shall have been disclosed to and approved by the Board of Directors prior CEO, and to accepting the extent that such employment shall cause a position as material decrease in his availability to perform services hereunder, there shall be a director of any public companycommensurate reduction in his compensation hereunder. (d) The Company shall cause the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesWhile employed hereunder, the Executive shall promptly resign from not knowingly prejudice, in any material respect, the Board reputation of Directorsthe Company in the fields of business in which it is engaged or with the investment community or the public at large.

Positions and Duties. (a) The During the Employment Period, the Company will employ the Executive, and the Executive will agrees to serve and accept employment, as the Vice President and Chief Operating Financial Officer, and will be nominated reporting directly to serve as a member of the Board of Directors of the Company. The Executive will serve in such offices or positions to which he is elected or appointed by the Board of Directors or the Chief Executive Officer of the Company consistent with his duties as President and Chief Operating Officer. The Executive's service as an officer or director of the Company and of any of the direct or indirect, wholly or partially owned subsidiaries other ultimate executive authority of the Company or such person as the CEO delegates (the "CEO"). As Vice President and Chief Financial Officer, the Executive shall perform the customary duties of any of the Subsidiaries, will be encompassed within any reference made in this Agreement to employment with the Company. (b) The Executive will report to the Chief Executive Officer of the Company. (c) The Executive willsuch position, subject to the powers direction and authority reserved in control of the CEO, and shall perform such other duties, not inconsistent with such position, as the CEO or by the Board of Directors of the Company, have Company (the authority and responsibility customarily attending each corporate office held by him pursuant to Section 4(a). In addition, the Executive will hold such other offices in and perform such other executive and administrative duties for the Company as the Board of Directors or Chief Executive Officer of the Company determine are appropriate"Board") may require. The Executive Executive's responsibilities shall devote substantially all include supervising and overseeing the areas of his timefinancial matters, energyaccounting, insurance, relations with banks, purchasing, coordination with Tennessee Blasting and attention financial reporting to the affairs and operations of the Company; provided, however, that the Executive may devote reasonable periods of time during normal business hours to (i) serving as a director or trustee in any organization or business so long as such activity would not constitute a violation of Section 11 of this Agreement, or (ii) engaging in charitable and community activities, or (iii) engaging in unrelated business investments so long as such positions or activities do not, in the opinion of the Company's Board of Directors, substantially detract from his performance of his duties for the Company. The Executive may continue to serve as a director of Borders Group, Inc., so long as such activity would not constitute a violation of Section 11 of this Agreement. The Executive shall obtain approval from the Compensation Committee of the Board of Directors prior to accepting a position as a director of any public company.Union Espanola de Explosivos S.A. (db) The Company shall cause During the election of the Executive to its Board of Directors no later than January 31, 2000, and shall thereafter cause his nomination for re-election as a Director throughout the Term. In the event the Executive's employment with the Company terminatesEmployment Period, the Executive shall promptly resign from devote all of his working time to such employment, shall devote his best efforts to advance the Board interests of Directorsthe Company and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation therefor, without the prior written consent of the Board. It shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, or on those corporate boards or committees on which the Executive is serving as of the Effective Date (each of which have been disclosed by the Executive to the Company in writing and are attached hereto as Exhibit A), provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. It shall also not be a violation of this Agreement for the Executive to have passive investments in entities that do not in any way compete with the Company provided that such activities do not materially interfere with the performance of the Executive's duties hereunder. (c) During the Employment Period, the Executive shall not cause the Company to enter into any contract with any related party without the prior written consent of the CEO. For purposes of this subsection (c), a related party is any entity in which the Executive or his immediate family has any ownership interest. For purposes of this Agreement immediate family members are an individual's parents, spouse, children and other dependents living in the individual's home.