Common use of Positions; Duties Clause in Contracts

Positions; Duties. (a) Executive shall serve as VP of Finance and Controller of the Company, and shall perform such duties, consistent with her positions, as are assigned to the Executive from time to time by the Company’s principal executive officer (“CEO”) and the Company’s Board of Directors (“Board”). On or before March 30, 2007, the Board shall determine whether the Executive shall assume the duties and title of Chief Financial Officer and the Executive will accept such responsibilities, if so assigned, including those relating to the certification of periodic reports filed by the Company with the U.S. Securities and Exchange Commission. (b) Executive shall report to the CEO. The Executive, at the reasonable request of the Board of Directors of CDK (the “Board”), shall serve as an officer or director of the Company or its subsidiaries and other entities in which the Company has significant interest. (c) During the Employment Term, except during vacation periods or absences due to temporary illness, Executive shall devote all of her business time and efforts to the performance of her duties hereunder; provided, however, the Executive shall be permitted, to the extent that such activities do not create a conflict of interest with the Company or materially interfere with the performance of her duties and responsibilities hereunder, to manage her personal and family financial affairs and to serve on civic, not-for- profit or charitable industry boards and advisory committees. Executive may not serve on any other boards of for-profit companies or advisory committees without obtaining the prior written consent of the Board, which consent may be unreasonably withheld for any reason in the Board’s sole discretion. Except for business trips that shall be necessary or desirable in the Company’s business, the Executive shall perform her duties and responsibilities hereunder at the principal offices of the Company, or at such other locations as the CEO reasonably deems necessary for the proper performance of such duties and responsibilities.

Positions; Duties. (a) During the Term, the Executive shall serve as VP of Finance Chief Executive Officer and Controller President of the Company, Company and shall perform such duties, consistent with her positions, as are assigned to the Executive from time to time by the Company’s principal executive officer (“CEO”) and the Company’s Board each of Directors (“Board”)its subsidiaries. On or before March 30, 2007, the Board shall determine whether the The Executive shall assume be responsible for the duties general management of the business and title affairs of Chief Financial Officer and the Executive will accept such responsibilities, if so assigned, including those relating to the certification of periodic reports filed by the Company with the U.S. Securities and Exchange Commission. (b) Executive each of its subsidiaries, shall report solely and directly to the CEO. The Executive, at the reasonable request of the Board of Directors of CDK the Company (the “Board”), and shall serve have all of the authorities, duties and responsibilities customarily exercised by an individual serving as an chief executive officer or director and president of a public company of the size, complexity and nature of the Company or and its subsidiaries subsidiaries, as well as such other duties consistent with her position and other entities in which titles as are reasonably assigned by the Board. The Executive shall, at the request of the Chair of the Board, meet on a regular basis with the Chair of the Board. (b) At the first meeting of the Board following the Effective Date (the “Meeting Date”), the Company has significant interestshall request the Board to elect the Executive to the Board as a Director. During the Term, at each annual meeting of stockholders at which Directors are to be considered for election, the Company shall nominate the Executive for election as a Director if her term as a Director is expiring. (c) During the Employment Term, except during vacation periods or absences due to temporary illness, the Executive shall devote substantially all of her business time and efforts attention to the performance business and affairs of her duties hereunder; provided, however, the Executive shall be permitted, to the extent that such activities do not create a conflict of interest with the Company or materially interfere with and other enterprises controlled by the Company and shall use her best efforts, skills and abilities in the diligent and faithful performance of her duties and responsibilities hereunder, to manage her personal and family financial affairs and to serve on civic, not-for- profit or charitable industry boards and advisory committees. Executive may not serve on any other boards of for-profit companies or advisory committees without obtaining Notwithstanding the prior written consent of the Board, which consent may be unreasonably withheld for any reason in the Board’s sole discretion. Except for business trips that shall be necessary or desirable in the Company’s businessforegoing, the Executive shall perform may (i) engage in personal investment activities for herself and her family, (ii) engage in charitable and civic activities, (iii) serve on the board of directors of the educational institution on which she currently serves, and (iv) serve on one board of directors of another enterprise (whether civic, charitable, educational or for profit) which is not a Competing Business (as defined in Section 7(a) hereof), provided the outside activities set forth in (i), (ii) and (iii) hereof do not interfere or conflict with Executive’s performance of her duties and responsibilities hereunder at in any material respect. (d) During the Term, the Executive’s principal offices office and principal place of employment shall be within a 50 mile radius of midtown Manhattan, New York City or such other place that the Executive consents to in writing; provided that the Executive understands that she shall be required to travel domestically and internationally from time to time for business reasons as the Company may, in its reasonable discretion, require. (e) During the Term, Executive will be subject to all of the Companywritten policies, or at such other locations as rules and regulations of which Executive is given notice applicable to senior executives of the CEO reasonably deems necessary for Company and will in good faith attempt to comply with all reasonable directions and instructions of the proper performance of such duties Board which are consistent with her position and responsibilitiestitles.

Positions; Duties. (a) During the Employment Term (as defined in Section 2), the Executive shall serve as VP of Finance the Chief Executive Officer and Controller President of the Company. In his positions as Chief Executive Officer and President, and shall perform such duties, consistent with her positions, as are assigned to the Executive from time to time by the Company’s principal executive officer (“CEO”) and the Company’s Board of Directors (“Board”). On or before March 30, 2007, the Board shall determine whether the Executive shall assume the duties and title of Chief Financial Officer and the Executive will accept such responsibilities, if so assigned, including those relating report exclusively to the certification of periodic reports filed by the Company with the U.S. Securities and Exchange Commission. (b) Executive shall report to the CEO. The Executive, at the reasonable request of the Board of Directors of CDK the Company (the “Board”). (b) In each of his respective capacities the Executive shall have the duties, authorities and responsibilities for such positions set forth in the Company’s Code of Regulations. In addition, the Executive shall serve have the duties, authorities and responsibilities (to the extent not inconsistent with the Company’s Code of Regulations) commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as an officer or director of the Company or its subsidiaries and other entities in which Board shall designate that are consistent with the Company has significant interestExecutive’s positions under this Agreement. (c) During the Employment TermTerm (as defined in Section 2), except during vacation periods or absences due to temporary illness, the Executive shall devote substantially all of her his business time (excluding periods of vacation and efforts other approved leaves of absence) to the performance of her his duties hereunder; providedwith the Company, however, provided the foregoing shall not prevent the Executive shall be permittedfrom (i) participating in charitable, to civic, educational, professional, community or industry affairs or, with prior written approval of the extent that Board, serving on the boards of directors or advisory boards of other companies, and (ii) managing his and his family’s personal investments, so long as such activities do not create a conflict of interest with the Company or materially interfere with the performance of her his duties and responsibilities hereunder, to manage her personal and family financial affairs and to serve on civic, not-for- profit hereunder or charitable industry boards and advisory committeescreate a potential business conflict or the appearance thereof. Executive may not serve If at any time service on any other boards board of for-profit companies directors or advisory committees without obtaining board would, in the prior written consent good faith judgment of the Board, which consent may be unreasonably withheld for conflict with the Executive’s fiduciary duty to the Company or create any reason in the Board’s sole discretion. Except for business trips that shall be necessary or desirable in the Company’s businessappearance thereof, the Executive shall perform her duties and responsibilities hereunder at shall, as soon as reasonably practicable considering any fiduciary duty to the principal offices other entity, resign from such other board of directors or advisory board after written notice of the Company, conflict is received from the Board. Service on the boards of directors or at such other locations advisory boards disclosed by the Executive to the Company on which he was serving as of the CEO reasonably deems necessary for the proper performance date of such duties and responsibilitiesthis Agreement previously have been approved.

Positions; Duties. (a) During the Term, the Executive shall serve as VP of Finance Chief Executive Officer and Controller President of the Company, Company and shall perform such duties, consistent with her positions, as are assigned to the Executive from time to time by the Company’s principal executive officer (“CEO”) and the Company’s Board each of Directors (“Board”)its subsidiaries. On or before March 30, 2007, the Board shall determine whether the The Executive shall assume be responsible for the duties general management of the business and title affairs of Chief Financial Officer and the Executive will accept such responsibilities, if so assigned, including those relating to the certification of periodic reports filed by the Company with the U.S. Securities and Exchange Commission. (b) Executive each of its subsidiaries, shall report solely and directly to the CEO. The Executive, at the reasonable request of the Board of Directors of CDK the Company (the “Board”), and shall serve have all of the authorities, duties and responsibilities customarily exercised by an individual serving as an chief executive officer or director and president of a public company of the size, complexity and nature of the Company or and its subsidiaries subsidiaries, as well as such other duties consistent with her position and other entities in titles as are reasonably assigned by the Board. The Executive shall, at the request of the Chair of the Board, meet on a regular basis with the Chair of the Board. (b) During the Term, at each annual meeting of stockholders at which Directors are to be considered for election, the Company has significant interestshall nominate the Executive for election as a Director if her term as a Director is expiring. (c) During the Employment Term, except during vacation periods or absences due to temporary illness, the Executive shall devote substantially all of her business time and efforts attention to the performance business and affairs of her duties hereunder; provided, however, the Executive shall be permitted, to the extent that such activities do not create a conflict of interest with the Company or materially interfere with and other enterprises controlled by the Company and shall use her best efforts, skills and abilities in the diligent and faithful performance of her duties and responsibilities hereunder, to manage her personal and family financial affairs and to serve on civic, not-for- profit or charitable industry boards and advisory committees. Executive may not serve on any other boards of for-profit companies or advisory committees without obtaining Notwithstanding the prior written consent of the Board, which consent may be unreasonably withheld for any reason in the Board’s sole discretion. Except for business trips that shall be necessary or desirable in the Company’s businessforegoing, the Executive shall perform may (i) engage in personal investment activities for herself and her family, (ii) engage in charitable and civic activities, (iii) serve on the board of directors of the educational institution on which she currently serves, and (iv) serve on one board of directors of another enterprise (whether civic, charitable, educational or for profit) which is not a Competing Business (as defined in Section 7(a) hereof), provided the outside activities set forth in (i), (ii) and (iii) hereof do not interfere or conflict with Executive’s performance of her duties and responsibilities hereunder at in any material respect. (d) During the Term, the Executive’s principal offices office and principal place of employment shall be within a 50 mile radius of midtown Manhattan, New York City or such other place that the Executive consents to in writing; provided that the Executive understands that she shall be required to travel domestically and internationally from time to time for business reasons as the Company may, in its reasonable discretion, require. (e) During the Term, Executive will be subject to all of the Companywritten policies, or at such other locations as rules and regulations of which Executive is given notice applicable to senior executives of the CEO reasonably deems necessary for Company and will in good faith attempt to comply with all reasonable directions and instructions of the proper performance of such duties Board which are consistent with her position and responsibilitiestitles.