Common use of Positions, Duties and Responsibilities Clause in Contracts

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Officer and Chief Operating Officer of each of Holdings and Financial, and shall perform such duties and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Board. In addition, Executive shall serve as the Deputy Chair of the Board, and the Chairman of the Board of Directors for Financial. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s President, Chief Executive Officer and Chief Operating Officer.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Financial Officer and Chief Operating Officer Executive Vice President of each of Holdings and Financial, and shall perform such duties normal duties, responsibilities, functions and authority and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Boardoffices. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is Chief Executive Officer of such companies and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the intention business and affairs of the Parties that the Company. The Executive shall be elected to perform his duties and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive responsibilities to the Board. In additionCompany hereunder to the best of his abilities in a diligent, Executive trustworthy, professional and efficient manner and shall serve as comply with the Deputy Chair of the Board, Company’s policies and the Chairman of the Board of Directors for Financialprocedures in all material respects. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s President, Chief Executive Financial Officer and Chief Operating OfficerExecutive Vice President of each of Holdings and Financial.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Officer and Chief Operating Officer Vice President — Institutional Risk Management of each of Holdings Holdings, Service, and Financial, and shall perform such duties normal duties, responsibilities, functions and authority and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Boardoffices. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is Chief Executive Officer of such companies and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the intention business and affairs of the Parties that the Company. The Executive shall be elected to perform his duties and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive responsibilities to the Board. In additionCompany hereunder to the best of his abilities in a diligent, Executive trustworthy, professional and efficient manner and shall serve as comply with the Deputy Chair of the Board, Company’s policies and the Chairman of the Board of Directors for Financialprocedures in all material respects. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s PresidentExecutive Vice President — Institutional Risk Management of each of Holdings, Chief Executive Officer Service, and Chief Operating OfficerFinancial.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the PresidentChairman, Chief Executive Officer and Chief Operating Officer President of each of Holdings and Financial, the Company and shall perform such be responsible, subject to the control of the Board of Directors of the Company (the "Board"), for the establishment and implementation of corporate policy and general management of the Company. In that capacity the Executive shall have the duties and exercise such powers as are incident to such offices and as may be assigned (consistent responsibilities normally associated with the Executive’s position with positions of the Company) from time to time by the Board. The ExecutiveChairman, in carrying out his executive duties under this Agreement, shall report to the BoardChief Executive Officer and President. It is the intention of the Parties that the Executive shall be elected to and also serve as a member of the BoardBoard during the Employment Period and, and Holdings in this connection, shall use its best efforts to cause its principal stockholders to cause the continue his election of the Executive to the Boardthereon. In additionThe Executive, Executive shall serve as the Deputy Chair of the Board, and the Chairman of the Board of Directors for Financial.in (b) Notwithstanding anything The Executive shall devote all of his professional time, energy and skill to the affairs of the Company and to the promotion of its interests on a full-time basis and will render such services to the best of the Executive's ability. (c) Anything herein to the contrarycontrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations not engaged in competition with the Company or any subsidiary thereof or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)organizations, (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairsaffairs and (iv) being involved in other business transactions, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s President's Chairman, Chief Executive Officer officer and Chief Operating OfficerPresident.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, President and Chief Executive Officer of the Company and Chief Operating Officer be responsible for the general management of each the affairs of Holdings and Financialthe Company, and shall perform such duties and exercise such powers as are incident to such the offices and as may be assigned (consistent with the Executive’s position with of Chief Executive Officer of the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member of the Board, and Holdings the Company shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Board. In addition, Executive shall serve as Board prior to the Deputy Chair first anniversary of the Boardthis Agreement, and continuing through the Chairman Term of the Board of Directors for Financialthis Agreement. (b) Notwithstanding anything herein As a condition of the Executive's employment and of the Company's obligations under this Agreement, the Executive will execute and perform the Company's Nondisclosure and Development Agreement, Planned Stock Sale Policy, Policy on Xxxxxxx Xxxxxxx and Confidentiality and Non-Competition and Non-Solicitation Agreement (with certain changes to Section 1 thereof to be negotiated in good faith between Executive and the Company), which are hereby incorporated into this Agreement and made a part hereof. (c) Subject to the contraryExecutive's obligations hereunder, nothing shall preclude the Executive from may (i) serving serve on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)organizations, (ii) engaging engage in charitable activities and community affairs, including political activities, and (iii) managing manage his personal investments and affairs, provided that such activities do not not, in the reasonable judgment of the Board, after notice, materially interfere with the proper performance of his duties and responsibilities as the Company’s President, 's Chief Executive Officer and Chief Operating Officera member of the Board.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Officer and Chief Operating Officer of each of Holdings and Financial, and shall perform such duties and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Board. In addition, Executive shall serve as the Deputy Chair of the Board, and the Chairman of the Board of Directors for Financialthe Company and shall have the authority, duties and responsibilities customarily exercised by an individual serving in such position in a corporation of the size and nature of the Company. In connection therewith, and without limitation on such duties and responsibilities, the Executive shall (i) chair all meetings of the Board (setting the agenda jointly with the Company's Chief Executive Officer), (ii) work jointly with the Company's Chief Executive Officer in initial and ongoing presentations of the strategic rationale of the Merger to the investment community, key shareholders, customers, suppliers and employees, (iii) work jointly with the Company's Chief Executive Officer to integrate the Company and Witco, including identification and realization of key synergies and cost reductions, visits to key locations and customers and advice and counsel on personnel and organizational issues and (iv) work jointly with the Company's Chief Executive Officer on other key technology, strategic and financial issues affecting the Company. The Executive shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (b) Notwithstanding anything Anything herein to the contrarycontrary notwithstanding, nothing shall preclude the Executive from (i) serving serving, with prior notice to the Board, on the boards of directors of a reasonable number of other corporations unless the Board shall reasonably determine that such service would result in a material conflict of interest, or on the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)organizations, (ii) engaging in charitable activities and community affairs, including political activities, (iii) delivering lectures or fulfilling speaking obligations and (iiiiv) managing his personal investments and affairs; PROVIDED, provided that THAT such activities do not materially interfere with the proper performance of his the Executive's duties and responsibilities as Chairman of the Company’s President, Chief Executive Officer and Chief Operating OfficerBoard.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed serve as the President, President and Chief Executive Officer and Chief Operating Officer of each of Holdings and Financial, and shall perform such duties and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive Company and shall be elected to and serve as a member of the BoardBoard on the Effective Date or as soon thereafter as possible, consistent with the Company's Articles of Incorporation and Holdings Code of Regulations; shall use its best efforts to cause its principal stockholders to cause have the election authority, duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the Executive size and nature of the Company; shall perform such duties relating to the management and operations of the Company, consistent with the foregoing, as may from time to time be assigned to him by the Board; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and shall report solely and directly to the Board. In addition, on or before the date of the Company's first annual shareholders meeting occurring after the Effective Date, the Executive shall serve as the Deputy Chair be elected Chairman of the Board, and the Chairman of the Board of Directors for Financial. (b) Notwithstanding anything Anything herein to the contrarycontrary notwithstanding, nothing shall preclude the Executive from (i) serving serving, with prior notice to the Board, on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)organizations, (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, ; provided that such activities do not materially interfere with the proper performance of his the Executive's duties and responsibilities as the Company’s President, Chief Executive Officer and Chief Operating Officerhereunder.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, President and Chief Executive Officer of the Company and Chief Operating Officer be responsible for the general management of each the affairs of Holdings and Financialthe Company, and shall perform such duties and exercise such powers as are incident to such the offices and as may be assigned (consistent with the Executive’s position with of Chief Executive Officer of the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member of the Board, and Holdings the Company shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Board. In addition, Executive shall serve as Board prior to the Deputy Chair first anniversary of the Boardthis Agreement, and continuing through the Chairman Term of the Board of Directors for Financialthis Agreement. (b) Notwithstanding anything herein As a condition of the Executive's employment and of the Company's obligations under this Agreement, the Executive will execute and perform the Company's Nondisclosure and Development Agreement, Planned Stock Sale Policy, Policy on Insider Trading and Confidentiality and Non-Competition and Non-Solxxxxxxxxx Xxxxxment (with certain changes to Section 1 thereof to be negotiated in good faith between Executive and the Company), which are hereby incorporated into this Agreement and made a part hereof. (c) Subject to the contraryExecutive's obligations hereunder, nothing shall preclude the Executive from may (i) serving serve on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)organizations, (ii) engaging engage in charitable activities and community affairs, including political activities, and (iii) managing manage his personal investments and affairs, provided that such activities do not not, in the reasonable judgment of the Board, after notice, materially interfere with the proper performance of his duties and responsibilities as the Company’s President, 's Chief Executive Officer and Chief Operating Officera member of the Board.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Officer and Chief Operating Officer a Managing Director of each of Holdings Holdings, Service, and Financial, and shall perform such duties normal duties, responsibilities, functions and authority and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Boardoffices. The Executive, in carrying out his her executive duties under this Agreement, shall report to the Board. It is Executive Vice President - Head of Structured Finance of such companies and shall devote her best efforts and her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the intention business and affairs of the Parties that the Company. The Executive shall be elected to perform her duties and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive responsibilities to the Board. In additionCompany hereunder to the best of her abilities in a diligent, Executive trustworthy, professional and efficient manner and shall serve as comply with the Deputy Chair of the Board, Company’s policies and the Chairman of the Board of Directors for Financialprocedures in all material respects. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his her personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his her duties and responsibilities as the Company’s Presidenta Managing Director of each of Holdings, Chief Executive Officer Service, and Chief Operating OfficerFinancial.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Financial Officer and Chief Operating Officer Executive Vice President of each of Holdings Holdings, Service, and Financial, and shall perform such duties normal duties, responsibilities, functions and authority and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Boardoffices. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is Chief Executive Officer of such companies and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the intention business and affairs of the Parties that the Company. The Executive shall be elected to perform his duties and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive responsibilities to the Board. In additionCompany hereunder to the best of his abilities in a diligent, Executive trustworthy, professional and efficient manner and shall serve as comply with the Deputy Chair of the Board, Company’s policies and the Chairman of the Board of Directors for Financialprocedures in all material respects. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s President, Chief Executive Financial Officer and Chief Operating OfficerExecutive Vice President of each of Holdings, Service, and Financial.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the The Executive shall be employed as serve as, and with the Presidenttitle, office and authority of, Chief Executive Officer and Chief Operating Officer of each of Holdings and Financial, and shall perform such duties and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties Company and the Company shall use all reasonable efforts to ensure that for the duration of the Employment Period, the Executive shall be is elected or appointed to and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Board. In addition, Executive shall serve as the Deputy Chair of the Board, and the Chairman of the Board of Directors for Financialof the Company (the "Board of the Company") and to the Board of Directors of Equivest (the "Board of Equivest"). (b) Notwithstanding anything herein The Executive shall have effective general and active day-to-day leadership and management of the business and affairs of the Company and the subsidiaries of the Company, subject only to the contraryauthority of the Chief Executive Office of Equivest (the "Equivest CEO") and the Board of the Company and shall have all of the powers, authority, duties and responsibilities usually incident to the position and office of Chief Executive Officer of the Company. The Executive shall report directly to the individual who holds the position the Equivest CEO. The Equivest CEO shall nominate, after consultation with the Executive and the approval of the Board of Equivest, such other members of the Board of the Company as the Equivest CEO shall determine from time to time. (c) The Executive agrees to devote all of his business time, efforts and skills to the performance of his duties and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for (i) serving on the boards of directors of a reasonable number of other corporations participating in professional, educational, philanthropic, public interest, charitable, social or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)community activities, (ii) engaging serving as a director or member of an advisory committee of any corporation or other entity that the Executive is serving on as of the Effective Date or serving, subject to the prior written approval of the Equivest CEO, on the board of directors of any other corporation or entity that is not in charitable activities and community affairscompetition with the Company, including political activities, and or (iii) managing his personal investments and affairs, investments; provided further that any such activities set forth in clauses (i) through (iii) above do not materially interfere with the proper Executive's performance of his duties and responsibilities as hereunder. (d) The Executive shall perform his duties at the Company’s Presidentprincipal offices of the Company located in Newport, Chief Rhode Island, but from time to time the Executive Officer and Chief Operating Officerwill be required to travel to other locations in the proper conduct of his responsibilities under this Agreement; provided, however, such travel will not exceed, in the aggregate, three months during any calendar year during the Employment Period.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chairman and Chief Executive Officer and Chief Operating Officer of each of Holdings Holdings, Service, and FinancialFinancial and be responsible for the general management of the affairs of the Company, and shall perform such duties and exercise such powers as are incident to such the offices of Chairman and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the BoardChief Executive Officer of each of Holdings, Service and Financial. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member the Chairman of the Board, and Holdings shall use its best efforts to cause its principal stockholders stockholders, to cause the election of the Executive to the Board. In addition, Executive shall serve Board as the Deputy Chair Chairman of the Board, and . Holdings shall cause the Executive to be elected or appointed as Chairman of the Board and Chief Executive Officer of Directors for FinancialService, Financial and any other Subsidiary requested by the Executive in writing. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)organizations, (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s President, 's Chairman and Chief Executive Officer and Chief Operating Officer.

Positions, Duties and Responsibilities. (a) During the Term of EmploymentTerm, the Executive Consultant shall be employed as a senior advisor and consultant to the PresidentCompany and, upon reasonable request of the Chief Executive Officer, or an Executive Vice President of the Company mutually designated by the Chief Executive Officer and the Consultant, make himself available to perform consulting and advisory services with respect to strategic issues concerning the Company. Such consulting and advisory services shall be related to such matters as the Chief Operating Executive Officer of each the Company, or an Executive Vice President of Holdings and Financialthe Company so mutually designated, and Consultant may mutually agree. During the Term, the Consultant shall accommodate reasonable requests for the Consultant's consulting and advisory services, by making himself reasonably available, by phone or otherwise, to perform such duties and exercise such powers services, but in no event shall Consultant be required to devote more than eighty hours per month to his services hereunder. Notwithstanding the foregoing, during the time that the Consultant serves as are incident to such offices and as may be assigned (consistent with the Executive’s position with a director of the Company) from , he shall devote such time as is necessary to time by the Board. The Executive, in carrying out satisfy his executive fiduciary duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Boarddirector. In addition, Executive the Company shall use its reasonable best efforts to ensure that the Consultant shall serve as the Deputy Chair a director of the Board, and Company through the Chairman of the Board of Directors for Financial2005 Annual Meeting. (b) Notwithstanding anything Nothing herein to the contrary, nothing shall preclude the Executive Consultant from (i) serving on the boards of directors of a reasonable number of other corporations or subject to the approval of the Board in each case (which approval has been given as to the boards listed in Exhibit A attached hereto), which approval shall not be unreasonably withheld, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board)organizations, (iiiii) engaging in any charitable or business activities and community affairs, including political activities, and (iiiiv) managing his personal investments and affairs, provided that such activities set forth in this Section 4(b) do not materially interfere with the proper performance of his duties and responsibilities as the Company’s President, Chief Executive Officer and Chief Operating Officerunder Section 4(a).

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed serve as the President, President and Chief Executive Officer and Chief Operating Officer of each of Holdings and Financial, and shall perform such duties and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is the intention of the Parties that the Executive Company and shall be elected to and serve as a member of the BoardBoard on the Effective Date or as soon thereafter as possible, consistent with the Company’s Articles of Incorporation and Holdings Code of Regulations; shall use its best efforts to cause its principal stockholders to cause have the election authority, duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the Executive size and nature of the Company; shall perform such duties relating to the management and operations of the Company, consistent with the foregoing, as may from time to time be assigned to him by the Board; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and shall report solely and directly to the Board. In addition, on or before the date of the Company’s first annual shareholders meeting occurring after the Effective Date, the Executive shall serve as the Deputy Chair be elected Chairman of the Board, and the Chairman of the Board of Directors for Financial. (b) Notwithstanding anything Anything herein to the contrarycontrary notwithstanding, nothing shall preclude the Executive from (i) serving serving, with prior notice to the Board, on the boards board of directors of another for-profit corporation, non-profit trade association and/or non-profit charitable organization, provided, however, that Executive may only serve on the board of directors of one other for-profit corporation at any given time and may only serve on the board of directors of a reasonable number of other corporations or the boards of a reasonable number of non-profit trade associations and/or non-profit charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), one time; (ii) engaging in charitable activities and community affairs, including political activities, ; and (iii) managing his personal investments and affairs, ; provided that such activities do not materially interfere with the proper performance of his the Executive’s duties and responsibilities as the Company’s President, Chief Executive Officer and Chief Operating Officer.hereunder

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Officer and Chief Operating Officer Vice President of each of Holdings Holdings, Service, and Financial, and shall perform such duties normal duties, responsibilities, functions and authority and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Boardoffices. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is Chief Executive Officer of such companies and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the intention business and affairs of the Parties that the Company. The Executive shall be elected to perform his duties and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive responsibilities to the Board. In additionCompany hereunder to the best of his abilities in a diligent, Executive trustworthy, professional and efficient manner and shall serve as comply with the Deputy Chair of the Board, Company’s policies and the Chairman of the Board of Directors for Financialprocedures in all material respects. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s PresidentExecutive Vice President of each of Holdings, Chief Executive Officer Service, and Chief Operating OfficerFinancial.

Positions, Duties and Responsibilities. (a) During the Term of Employment, the Executive shall be employed as the President, Chief Executive Officer and Chief Operating Officer a Managing Director of each of Holdings Holdings, Service, and Financial, and shall perform such duties normal duties, responsibilities, functions and authority and exercise such powers as are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Boardoffices. The Executive, in carrying out his executive duties under this Agreement, shall report to the Board. It is Executive Vice President - Head of Structured Finance of such companies and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the intention business and affairs of the Parties that the Company. The Executive shall be elected to perform his duties and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive responsibilities to the Board. In additionCompany hereunder to the best of his abilities in a diligent, Executive trustworthy, professional and efficient manner and shall serve as comply with the Deputy Chair of the Board, Company’s policies and the Chairman of the Board of Directors for Financialprocedures in all material respects. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of his duties and responsibilities as the Company’s Presidenta Managing Director of each of Holdings, Chief Executive Officer Service, and Chief Operating OfficerFinancial.

Positions, Duties and Responsibilities. (a) During The Company confirms the Term continuing appointment of Employmentthe Executive in the position of President and recognizes for all purposes the Executive's past service with the Company. The Executive will be responsible for the general supervision and control over the day to day operations of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each such Member Company), and shall have such duties and responsibilities consistent therewith, including those duties and responsibilities set out in Schedule A to this Agreement. All senior management of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each such member Company) will report directly to the Executive. The Executive will report to the Board of Directors of the Company as required by law (and the Board of Directors of each such Member Company, as applicable in accordance with law). However, ultimately, the Executive will have a direct line reporting relationship with the Company’s parent, Rand Logistics, Inc. (“Rand”) and to its President and its CEO, which shall be employed have overall decision making authority for the Company and each Member Company. The Executive will continue to serve on the Board of Directors of the Company. The Executive will also serve as the PresidentPresident of Lower Lakes Transportation Company, Chief Executive Officer and Chief Operating Officer as an officer and director of each such other Member Company and of Holdings Rand Logistics, Inc. ("Rand") to the extent desired by the Board of Directors of each such other Member Company or Rand, in each case without additional compensation therefor. (b) The Executive shall devote all of his business time, attention and Financialenergies, on a full time and exclusive basis, to the business and affairs of the Company and the Member Companies, shall use his best efforts to advance the best interests of the Company and the Member Companies, and shall perform not during the Term be engaged in any other business activities, whether or not such duties and exercise such powers as business activities are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executivepursued for gain, in carrying out his executive duties under this Agreementprofit or other pecuniary advantage, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Board. In addition, Executive shall serve as the Deputy Chair of the Board, and the Chairman without approval of the Board of Directors of the Company; provided, however, that, it shall not be a violation of this Agreement for Financialthe Executive to (i) serve on corporate, civic or charitable boards or committees or (ii) manage passive personal investments, in either case so long as any such activities do not interfere with the performance of his responsibilities as an employee of the Company in accordance with this Agreement or adversely affect or negatively reflect upon the Company or the Member Companies. (bc) Notwithstanding Irrespective of anything herein else in this agreement to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere comply with the proper performance Rand Ixxxxxx Xxxxxxx Policy and Procedure in place from time to time a copy of his duties and responsibilities as the Company’s Presidentwhich is attached to this Agreement updated to March 19, Chief Executive Officer and Chief Operating Officer2008.

Positions, Duties and Responsibilities. (a) During The Company confirms the Term continuing appointment of Employmentthe Executive in the position of President and recognizes for all purposes the Executive's past service with the Company. The Executive will be responsible for the general supervision and control over the day to day operations of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each such Member Company), and shall have such duties and responsibilities consistent therewith, including those duties and responsibilities set out in Schedule A to this Agreement. All senior management of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each such Member Company) will report directly to the Executive. The Executive will report to the Board of Directors of the Company as required by law (and the Board of Directors of each such Member Company, as applicable in accordance with law). However, ultimately, the Executive will have a direct line reporting relationship with the Company’s parent, Rand Logistics, Inc. (“Rand”) and to its President and to its Executive Chairman, which shall be employed have overall decision making authority for the Company and each Member Company. The Executive will continue to serve on the Board of Directors of the Company. The Executive will also serve as the PresidentPresident of Lower Lakes Transportation Company, Chief Executive Officer and Chief Operating Officer as an officer of each such other Member Company, and Director of Holdings all Canadian Member Companies, and Financiala Director of Rand Logistics, Inc. ("Rand") to the extent desired by the Board of Directors of each such other Member Company or Rand, in each case without additional compensation therefor. (b) The Executive shall devote all of his business time, attention and energies, on a full time and exclusive basis, to the business and affairs of the Company and the Member Companies, shall use his best efforts to advance the best interests of the Company and the Member Companies, and shall perform not during the Term be engaged in any other business activities, whether or not such duties and exercise such powers as business activities are incident to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executivepursued for gain, in carrying out his executive duties under this Agreementprofit or other pecuniary advantage, shall report to the Board. It is the intention of the Parties that the Executive shall be elected to and serve as a member of the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of the Executive to the Board. In addition, Executive shall serve as the Deputy Chair of the Board, and the Chairman without approval of the Board of Directors of the Company; provided, however, that, it shall not be a violation of this Agreement for Financialthe Executive to (i) serve on corporate, civic or charitable boards or committees or (ii) manage passive personal investments, in either case so long as any such activities do not interfere with the performance of his responsibilities as an employee of the Company in accordance with this Agreement or adversely affect or negatively reflect upon the Company or the Member Companies. (bc) Notwithstanding Irrespective of anything herein else in this agreement to the contrary, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board and, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), (ii) engaging in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere comply with the proper performance Rand Ixxxxxx Xxxxxxx Policy and Procedure in place from time to time, a copy of his duties and responsibilities as the Company’s Presidentwhich is attached to this Agreement updated to March 19, Chief Executive Officer and Chief Operating Officer2008.

Positions, Duties and Responsibilities. (a) During The Company confirms the Term continuing appointment of Employment, the Executive shall in the position of President and recognizes for all purposes the Executive's past service with the Company. The Executive will be employed as responsible for the President, Chief Executive Officer general supervision and Chief Operating Officer control over the day to day operations of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each of Holdings and Financialsuch Member Company), and shall perform have such duties and exercise responsibilities consistent therewith, including those duties and responsibilities set out in Schedule A to this Agreement. All senior management of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each such powers as are incident Member Company) will report directly to such offices and as may be assigned (consistent with the Executive’s position with the Company) from time to time by the Board. The Executive, in carrying out his executive duties under this Agreement, shall Executive will report to the Board. It is the intention Board of Directors of the Parties that Company (and the Executive board of directors of each such Member Company, as applicable) which shall be elected to and serve as a member of have overall decision making authority for the Board, and Holdings shall use its best efforts to cause its principal stockholders to cause the election of Company (or for such Member Company). The Company will appoint the Executive to the BoardBoard of Directors of the Company effective on the date of this Agreement. In addition, The Executive shall will also serve as the Deputy Chair President of Lower Lakes Transportation Company, and as an officer and director of each such other Member Company and of Rand Acquisition Corporation ("Rand") to the extent desired by the Board of Directors of each such other Member Company or Rand, in each case without additional compensation therefor. (b) The Executive shall devote all of his business time, attention and energies, on a full time and exclusive basis, to the business and affairs of the BoardCompany and the Member Companies, shall use his best efforts to advance the best interests of the Company and the Member Companies, and shall not during the Chairman Term be engaged in any other business activities, whether or not such business activities are pursued for gain, profit or other pecuniary advantage, without approval of the Board of Directors of the Company; provided, however, that, it shall not be a violation of this Agreement for Financial. (b) Notwithstanding anything herein to the contrary, nothing shall preclude the Executive from to (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (provided that in each such case the Executive shall give the Board at least 10 business days’ advance written notice of the Executive’s intention to serve on any such board andcorporate, if the Board reasonably objects thereto, the Executive agrees not to serve on such board), civic or charitable boards or committees or (ii) engaging manage passive personal investments, in charitable activities and community affairs, including political activities, and (iii) managing his personal investments and affairs, provided that either case so long as any such activities do not materially interfere with the proper performance of his duties and responsibilities as an employee of the Company’s President, Chief Executive Officer and Chief Operating OfficerCompany in accordance with this Agreement or adversely affect or negatively reflect upon the Company or the Member Companies.