Common use of Positions Clause in Contracts

Positions. (a) Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "Board") and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "Board") and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (c) a. During the Employment Term, Executive shall serve as Executive Vice President and Chief Commercial Officer of the Company and as Executive Vice President of Holdings. As Chief Commercial Officer of the Company, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of the Company), Generation Development, Risk, and fundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible, shall report to Executive. As an Executive Vice President of Holdings, Executive shall have responsibility for Corporate Strategy and Corporate Development/M&A for Holdings and its subsidiaries. In both positions, Executive shall have such the duties described above and other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company or Holdings, as appropriate, which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer of the Company with respect to his responsibilities to the Company and shall report to the Chief Executive Officer of Holdings with respect to his responsibilities to Holdings. Executive shall also serve as a member of the Strategy and Policy Committee for Holdings. b. During the Employment Term, Executive will devote substantially all of his Executive’s full business time and best efforts to the performance of his duties hereunderhereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided, however, that nothing herein shall preclude Executive shall be allowedfrom serving on the outside board of directors of one other company and, subject to the extent that prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not materially conflict or interfere with the performance of his Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent conflict with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedSection 9. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, the Executive shall serve as Chief Executive Officer (i) President, International of the USI Plumbing Products Operating Company andand have the authority commensurate with such position and such duties commensurate with such position, while as shall be determined from time to time by the Managing Member, and (ii) President, International of the Company is a subsidiary of USIand have the authority commensurate with such position and such duties commensurate with such position, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report be determined from time to time by the Board of Directors of the Company (the "“Board"”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive or officer of the USI Plumbing Products Operating Company or any other consolidated subsidiary of the Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (cb) During the Employment Term, the Executive shall will devote substantially all of his Executive’s full business time and best efforts to the performance of his the duties hereunderof the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board and the Managing Member; provided, however, provided that nothing herein shall preclude Executive shall be allowed, from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the extent Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of his the Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board conflict with Section 5 of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedthis Agreement. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, the Executive shall serve as Chief Executive Officer (i) President, Marketing and Client Service of the USI Plumbing Products Operating Company andand have the authority commensurate with such position and such duties commensurate with such position, while as shall be determined from time to time by the Managing Member, and (ii) President, Marketing and Client Service of the Company is a subsidiary of USIand have the authority commensurate with such position and such duties commensurate with such position, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report be determined from time to time by the Board of Directors of the Company (the "“Board"”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive or officer of the USI Plumbing Products Operating Company or any other consolidated subsidiary of the Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (cb) During the Employment Term, the Executive shall will devote substantially all of his Executive’s full business time and best efforts to the performance of his the duties hereunderof the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board and the Managing Member; provided, however, provided that nothing herein shall preclude Executive shall be allowed, from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the extent Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of his the Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board conflict with Section 5 of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedthis Agreement. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Chief the Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary Vice President of USI, as . If requested by the Board of Directors of USI (the "Board") or the Chairman and Chief Executive Officer so elected by the stockholders of the Company. It is the intention of the parties that during the Employment TermUSI, Executive shall also serve on the Board of Directors of USI without additional compensation compensation. Executive shall also serve, if requested by the Board or the Chairman, as an executive officer and USI shall, during the Employment Term nominate Executive as director of subsidiaries and a director of USIassociated companies of USI and shall comply with the policy of the Compensation Committee of the Board (the "Compensation Committee") with regard to retention or forfeiture of the director's fees. (ba) Executive shall report to the Board Chief Executive Officer of Directors of the Company (the "Board") and the USI or Chief Operating Officer of USI, and as determined by the Board; provided that so long as the current Chief Executive Officer of USI remains as such, Executive shall report to such Chief Executive Officer of USI. Executive shall have such duties and authority, consistent with his position as the senior executive officer Executive Vice President of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or Board, the Chief Executive Officer or of USI or, if he is reporting to him, the Chief Operating Officer of USI. (cb) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal financial and legal affairs investments and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman and Chief Executive Officer Vice President - Operations of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to If requested by the Board of Directors of the Company (the "Board") or the Chairman and so elected by the Chief Operating Officer stockholders of USIthe Company, Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Board, the Chairman or the President, as an executive officer and director of subsidiaries and a director of associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or forfeiture of the director's fees. (b) Executive shall report to any more senior officer of the Company as designated by the Chairman or the President and, shall have such duties and authority, consistent with his then position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board Board, the Chairman, the President or such other more senior officer(s) of the Chief Executive Officer or Chief Operating Officer of USICompany. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. committees Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Board and shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved Company, as determined by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedBoard. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Associate General Counsel and a senior executive of the Company and, upon the relocation of the Company's headquarters to its Florida office following the spin-off or sale of its LCA Group Inc.'s business segment, Executive shall serve as Vice President, General Counsel and Secretary, reporting to the Company's Senior Vice President of Administration or other executive designated by the Chief Executive Officer of the USI Plumbing Products Company and, while (the Company is a subsidiary of USI, as Chairman and "Chief Executive Officer of the CompanyOfficer"). It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to If requested by the Board of Directors of the Company (the "Board") and or the Chief Operating Officer Executive Officer, Executive shall also serve on the Board, as an executive officer and director of USI, subsidiaries and a director of associated companies of the Company without additional compensation and subject to any policy of the Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or turnover of the director's fees. (b) Executive shall have such duties and authority, consistent with his then position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board Board, or the Chief Executive Officer Senior Vice President-Administration or Chief Operating Officer of USIher designee. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal financial and legal affairs interests and to serve on corporate, civic, civic or charitable boards or committees, and subject to the next sentence, serve on corporate boards of directors. Notwithstanding Executive may serve on corporate boards of directors only if approved in advance by the foregoing, the Executive Board (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman President and Chief Executive Operating Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to If requested by the Board of Directors of the Company (the "“Board"”) and or the Chief Operating Executive Officer of USIthe Company, Executive shall serve on the Board, as an executive officer and/or director of subsidiaries and/or a director of associated companies of the Company without additional compensation and subject to any policy of the Board, or any compensation committee of the Board, with regard to retention or turnover of the director’s fees. In accordance with this paragraph 2(a), Executive shall continue to serve as the President of Xxxx Plumbing Products (“Xxxx Plumbing”), located in Erie, Pennsylvania, an operating division of Xxxx. Executive’s Base Salary, incentive compensation and benefits, as described in Sections 3 and 4 of this Agreement, shall be paid by Xxxx, and Executive shall remain on Xxxx’x payroll. Provided, however, the Company may, at its sole discretion, place the Executive on the payroll of the Company or a wholly owned subsidiary thereof. (b) Executive shall have such duties and authority, consistent with his position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USIOfficer. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal financial and legal affairs interests and to serve on corporate, civic, civic or charitable boards or committees, and subject to the next sentence, serve on corporate boards of directors. Notwithstanding Executive may serve on corporate boards of directors only if approved in advance by the foregoing, the Executive Board (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, the Executive shall serve as Chief Executive Officer (i) [ ] of the USI Plumbing Products Operating Company andand have the authority commensurate with such position and such duties commensurate with such position, while as shall be determined from time to time by the Managing Member, and (ii) [ ] of the Company is a subsidiary of USIand have the authority commensurate with such position and such duties commensurate with such position, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report be determined from time to time by the Board of Directors of the Company (the "“Board"”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive or officer of the USI Plumbing Products Operating Company or any other consolidated subsidiary of the Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (cb) During the Employment Term, the Executive shall will devote substantially all of his Executive’s full business time and best efforts to the performance of his the duties hereunderof the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board and the Managing Member; provided, however, provided that nothing herein shall preclude Executive shall be allowed, from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the extent Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of his the Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board conflict with Section 5 of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedthis Agreement. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) As of the Commencement Date, Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI the Company (the "Board") without additional compensation compensation. During the term of this Agreement, the Company shall recommend the Executive for election as a director. Executive shall also serve, if requested by the Board, as an executive officer and USI shall, during the Employment Term nominate Executive as director of subsidiaries and a director of USIassociated companies of the Company and shall comply with the policy of the Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or forfeiture of the director's fees. (b) Executive shall report directly to the Board of Directors or other managing body of the Company (the "Board") and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer Chairman and Chief Executive Officer of the USI Plumbing Products Company, as shall be assigned to him determined from time to time by the Board or Board, provided that Executive shall, at all times during the Chief Executive Officer or Chief Operating Officer Employment Term, have such authority comparable to that of USIchief executive officers of United States public companies the size of the Company. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, the Executive shall serve as Chief Executive Officer (i) [ ] of the USI Plumbing Products Operating Company andand have the authority commensurate with such position and such duties commensurate with such position, while as shall be determined from time to time by the Managing Member, and (ii) [ ] of the Company is a subsidiary of USIand have the authority commensurate with such position and such duties commensurate with such position, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report be determined from time to time by the Board of Directors of the Company (the "“Board"”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive or officer of the USI Plumbing Products Operating Company or any other consolidated subsidiary of the Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (cb) During the Employment Term, the Executive shall will devote substantially all of his Executive’s full business time and best efforts to the performance of his the duties hereunderof the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board and the Managing Member; provided, however, provided that nothing herein shall preclude Executive shall be allowed, from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the extent Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) [subject to the prior written consent of the Board and the Managing Member,] from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of his the Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board conflict with Section 5 of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedthis Agreement. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as a senior executive of the Company; initially as the Senior Vice President, General Counsel & Secretary of the Company. Executive shall also serve, if requested by the Board of Directors of the Company or the Chief Executive Officer of the USI Plumbing Products Company and(the "Chief Executive Officer"), while as an executive officer, director of subsidiaries and a director of associated companies of the Company is and a subsidiary fiduciary of USI, as Chairman any employee benefit plan or trust for the employees of the Company or subsidiaries and Chief Executive Officer shall comply with the policy of the Compensation Committee of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the 's Board of Directors (the "Compensation Committee") with regard to retention or forfeiture of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USIdirector's or other fees. (b) Executive shall report to the Board of Directors any more senior officer of the Company (the "Board") and as designated by the Chief Operating Executive Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer of the USI Plumbing Products CompanyExecutive's then position, as shall be assigned to him Executive from time to time by the Board or other managing body of the Company (the "Board), the Chief Executive Officer or Chief Operating Officer such other more senior officers of USIthe Company. (c) During the Employment Term, Executive shall devote substantially all of his Executive's business time and efforts to the performance of his Executive's duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his Executive's duties and responsibilities hereunder, to manage his Executive's passive personal financial and legal affairs investments and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive may serve on corporate boards of directors or advisory committees only if approved in advance by the Board or the Chief Executive Officer (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors or advisory committees if such service would be inconsistent with his Executive's fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. Conduct. ------------------ (a) During the Term, the Executive shall will hold the titles and offices of, and serve as Chief Executive Officer in the positions of, Chairman of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman Board and Chief Executive Officer of the CompanyCompany and the LLC. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) The Executive shall report to the Board of Directors of the Company (the "Board") and the Chief Operating Officer of USI, and shall have perform such specific duties and authorityservices (including service as an officer, director or equivalent position of any direct or indirect subsidiary without additional compensation) as they shall reasonably request consistent with his position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USIExecutive's positions. (cb) During the Employment Term, the Executive shall agrees to devote substantially all of his full business time and efforts attention to the performance business and affairs of his duties hereunder; provided, however, that Executive shall be allowedthe Company and the LLC and to faithfully and diligently perform, to the extent that such activities do not materially interfere with the performance best of his ability, all of his duties and responsibilities hereunder, provided, that the Executive may -------- devote his business time to manage providing services to MeriStar Hospitality Corporation, and may provide services as described in Schedule A attached hereto, so long as such activity does not interfere with the performance of the Executive's duties hereunder. Nothing in this Agreement shall preclude the Executive from devoting reasonable time and attention to (i) serving, with the approval of the Board, as a g director, trustee or member of any committee of any organization, (ii) engaging in charitable and community activities and (iii) managing his personal financial investments and legal affairs affairs; provided that such activities do not involve any material conflict -------- of interest with the interests of the Company or, individually or collectively, interfere materially with the performance by the Executive of his duties and to serve on corporate, civic, or charitable boards or committeesresponsibilities under this Agreement. Notwithstanding the foregoingforegoing and except as expressly provided herein, during the Term, the Executive may not accept employment with any other individual or entity, or engage in any other venture which is directly or indirectly in conflict or competition with the business of the Company or the LLC. (c) The Executive's office and place of rendering his services under this Agreement shall not serve on be in the principal executive offices of the Company which shall be in the Washington, D.C. metropolitan area. Under no circumstances shall the Executive be required to relocate from the Washington, D.C. metropolitan area or provide services under this Agreement in any corporate board of directors if such service would be inconsistent other location other than in connection with reasonable and customary business travel. During the Term, the Company shall provide the Executive with executive office space, and administrative and secretarial assistance and other support services consistent with his fiduciary responsibilities to USI position as Chairman of the Board and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations his duties and responsibilities hereunder.

Positions. (a) During the Employment Term, the Executive shall serve as (i) Chief Executive Officer and Co-Chief Investment Officer of the USI Plumbing Products Operating Company and, while and have the Company is a subsidiary of USIauthority commensurate with such position and such duties commensurate with such position, as Chairman shall be determined from time to time by the Managing Member, and (ii) Chief Executive Officer and Co-Chief Investment Officer of the Company. It is Company and have the intention of the parties that during the Employment Termauthority commensurate with such position and such duties commensurate with such position, Executive as shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report be determined from time to time by the Board of Directors of the Company (the "“Board"”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive or officer of the USI Plumbing Products Operating Company or any other consolidated subsidiary of the Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (cb) During the Employment Term, the Executive shall will devote substantially all of his Executive’s full business time and best efforts to the performance of his the duties hereunderof the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board and the Managing Member; provided, however, provided that nothing herein shall preclude Executive shall be allowed, from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the extent Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of his the Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board conflict with Section 5 of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedthis Agreement. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Prior to the Spinoff Date, Executive shall continue to serve as Vice President and Associate General Counsel of HM under the terms of this Agreement. (b) Effective as of the Spinoff Date, Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company andSenior Vice President, while the Company is a subsidiary General Counsel and Secretary of USI, as . If requested by the Board of Directors of USI or the Chairman and Chief Executive Officer so elected by the stockholders of the Company. It is the intention of the parties that during the Employment TermUSI, Executive shall also serve on the Board of Directors of USI without additional compensation compensation. Executive shall also serve, if requested by the Board of Directors of USI or the Chairman, as an executive officer and USI shall, during the Employment Term nominate Executive as director of subsidiaries and a director of associated companies of USI and shall comply with the policy of the Compensation Committee of USI's Board of Directors (the "Compensation Committee") with regard to retention or forfeiture of the director's fees. (bc) Executive shall report to the Board of Directors any more senior officer of the Company (as designated by the "Board") and Chairman or the Chief Operating Officer of USI, President and shall have such duties and authority, consistent with his position as the senior executive officer Vice President and Associate General Counsel of the HM or Senior Vice President, General Counsel and Secretary of USI Plumbing Products Company, (as applicable) as shall be assigned to him from time to time by the Board or other managing body of the Chief Executive Officer Company (the "Board), the Chairman, the President or Chief Operating Officer such other more senior officers of USIthe Company. (cd) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal financial and legal affairs investments and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman President and Chief Executive Officer of the CompanyGeneral Textiles. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company General Textiles (the "Board") and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer Chief Executive Officer of the USI Plumbing Products Company, General Textiles as shall be assigned to him from time to time by the Board. (b) During the Employment Term, Executive shall, without additional compensation, also (i) serve on the Board of Directors of FBC and perform such executive and consulting services for, or on behalf of, FBC and one or more other affiliates of General Textiles and FBC as the Chief Executive Officer or Chief Operating Officer Board may, from time to time, request. General Textiles, FBC and such other affiliates are hereinafter referred to, collectively, as the "Company" and, individually, as a "Constituent Corporation". For purposes of USIthis Agreement, the term "affiliate" shall have the meaning ascribed thereto in the Securities Exchange Act of 1934, as amended (the "Act"). (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowedpermitted, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors or similar body if such service would be inconsistent with his fiduciary responsibilities to USI and the Company any Constituent Corporation and in no event shall Executive serve on any such board or other body unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedBoard, which approval shall not be unreasonably withheld. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while and in such positions with the Company is or any other business entity, directly or indirectly, controlled by or under common control with the Company (each, a subsidiary of USI, “Group Company”) as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "“Board"”) and the Chief Operating Officer of USIshall reasonably assign to Executive. In such capacities, and Executive shall have carry out such duties appropriate to her status and authority, consistent with his position as exercise such powers in relation to the senior executive officer of the USI Plumbing Products Company, any applicable Group Company and each of their respective businesses as shall be assigned to him may from time to time be assigned to or vested in her by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (c) During the Employment Term, Board. Executive shall devote substantially all perform her services at one or more of his business time the Company’s offices in London, Paris, New York, Milan and efforts to Amsterdam as and on such basis as the performance of his duties hereunderparties mutually agree; provided, however, that Executive shall not be allowedrequired to perform services in the United States or any other jurisdiction unless and until the parties shall have obtained all necessary visas, work permits or other documentation to permit her lawfully to provide such services in such jurisdiction. The Company may require Executive to work on a temporary basis at any Group Company location and travel to such places as may be required for the proper performance of her duties. Executive will be required to keep a complete and accurate record of the time spent performing her duties under this Agreement and the nature of those duties. Executive shall devote her best efforts to the extent performance of her duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise; provided that, nothing, herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the board of directors of a corporation or the equivalent governing body of another business entity that would not violate the covenants contained in Exhibit A hereto as long as such activities, either individually or in the aggregate, do not interfere with the performance of her duties hereunder. In addition, it is agreed and understood that Executive may continue to remain a shareholder of Orveda Limited and its subsidiaries and that activities related to such share ownership shall not violate the covenants contained in Exhibit A hereto provided that, during the Employment Term, such activities do not materially interfere with the performance of his her duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Chief Executive Officer a senior executive of the USI Plumbing Products Company andCompany, while the Company is a subsidiary of USIinitially, as Chairman Associate General Counsel and Chief Executive Officer then, effective on April 1, 2000, as the Vice President, General Counsel and Secretary of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to If requested by the Board of Directors of the Company (the "Board") and or the Chief Operating Executive Officer of USIthe Company (the "Chief Executive Officer"), Executive shall also serve on the Board, as an executive officer and director of subsidiaries and a director of associated companies of the Company without additional compensation and subject to any policy of the Compensation Committee of the Company's Board (the "Compensation Committee") with regard to retention or turnover of the director's fees. (b) Executive shall have such duties and authority, consistent with his then position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer Vice President or Chief Operating Officer of USIhis designee. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his passive personal financial and legal affairs interests and to serve on corporate, civic, civic or charitable boards or committees, and subject to the next sentence, serve on corporate boards of directors. Notwithstanding Executive may serve on corporate boards of directors only if approved in advance by the foregoing, the Executive Board (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while and in such positions with the Company is or any other business entity, directly or indirectly, controlled by or under common control with the Company (each, a subsidiary of USI, “Group Company”) as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "“Board"”) and the Chief Operating Officer of USIshall reasonably assign to Executive. In such capacities, and Executive shall have carry out such duties appropriate to his status and authority, consistent with his position as exercise such powers in relation to the senior executive officer of the USI Plumbing Products Company, any applicable Group Company and each of their respective businesses as shall be assigned to him may from time to time be assigned to or vested in him by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (c) During the Employment Term, Board. Executive shall devote substantially all perform his services at one or more of his business time the Company’s offices in New York, Paris, London or Geneva, as and efforts to on such basis as the performance of his duties hereunderparties shall mutually agree; provided, however, that Executive shall not be allowedrequired to perform services in the United States or any other jurisdiction unless and until the parties shall have obtained all necessary visas, work permits or other documentation to permit him lawfully to provide such services in such jurisdiction. The Company may require Executive to work on a temporary basis at any Group Company location and travel to such places as may be required for the proper performance of his duties. Executive will be required to keep a complete and accurate record of the time spent performing his duties under this Agreement and the nature of those duties. Executive shall devote his best efforts to the extent performance of his duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise; provided that, nothing, herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the board of directors of a corporation or the equivalent governing body of another business entity that would not violate the covenants contained in Section 10 hereof as long as such activities activities, either individually or in the aggregate, do not materially interfere with the performance of his duties hereunder. It is agreed and responsibilities hereunder, to manage his personal financial and legal affairs and to serve understood that Executive’s continued service on corporate, civic, or charitable the boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and identified in no event shall Executive serve Schedule 1 hereto on any such board unless approved by the Chief Executive Officer of USI. Service which he is serving on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request of date hereof will not be deemed to interfere, either individually or in the Board or the Chief Executive Officer or Chief Operating Officer of USIaggregate, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy performance of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations his duties hereunder.

Positions. (a) Executive shall serve as a senior executive of the Company; initially as the Vice President - Corporate Communications of the Company. Executive shall also serve, if requested by the Board of Directors of the Company or the Chief Executive Officer of the USI Plumbing Products Company and(the "Chief Executive Officer"), while as an executive officer, director of subsidiaries and a director of associated companies of the Company is and a subsidiary fiduciary of USI, as Chairman any employee benefit plan or trust for the employees of the Company or subsidiaries and Chief Executive Officer shall comply with the policy of the Compensation Committee of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the 's Board of Directors (the "Compensation Committee") with regard to retention or forfeiture of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USIdirector's or other fees. (b) Executive shall report to the Board of Directors any more senior officer of the Company (the "Board") and as designated by the Chief Operating Executive Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer of the USI Plumbing Products CompanyExecutive's then position, as shall be assigned to him Executive from time to time by the Board or other managing body of the Company (the "Board), the Chief Executive Officer or Chief Operating Officer such other more senior officers of USIthe Company. (c) During the Employment Term, Executive shall devote substantially all of his Executive's business time and efforts to the performance of his Executive's duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his Executive's duties and responsibilities hereunder, to manage his Executive's passive personal financial and legal affairs investments and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive may serve on corporate boards of directors or advisory committees only if approved in advance by the Board or the Chief Executive Officer (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors or advisory committees if such service would be inconsistent with his Executive's fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, Executive shall serve as Chief Executive Officer of Coty Inc. (the USI Plumbing Products Company and“Parent”) and in such positions with the Parent, while the Company is or any other business entity, directly or indirectly, controlled by or under common control with the Parent (each, a subsidiary “Group Company” and together the “Group”) as the Board of USI, as Chairman and Chief Executive Officer directors of the Company. It is Parent (the intention “Board”) shall reasonably direct the board of the parties that during Company to assign to the Employment TermExecutive. In such capacities, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "Board") and the Chief Operating Officer of USI, and shall have carry out such duties appropriate to his status and authorityexercise such powers in relation to, consistent with his position any applicable Group Company and each of their respective businesses as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him may from time to time be assigned to or vested in him by the Board or the Board. Executive shall perform his duties and responsibilities as Chief Executive Officer or Chief Operating Officer of USI. (c) During based in the Employment TermCoty office in London, Executive and shall devote substantially all of his travel as required by the Group’s business time to other Group Company offices in New York, Paris, and efforts to Geneva, as and on such basis as the performance of his duties hereunderparties shall mutually agree; provided, however, that Executive shall not perform services from the United States or any other jurisdiction unless and until all necessary visas, work permits or other documentation to permit him lawfully to provide such services in such jurisdictions have been obtained. The Company may also require Executive to work on a temporary basis from any Group Company location and travel to such location as may be allowedrequired for the performance of his duties. Executive will be required to keep a complete and accurate records of the time spent performing his duties under this Agreement, the nature of those duties, and the location from where such duties were performed. Executive shall devote his best efforts to the extent performance of his duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise; provided, that nothing herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the board of directors of a corporation or the equivalent governing body of another business entity that would not violate the covenants contained in Annex 2 hereto as long as such activities activities, either individually or in the aggregate, do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) During the Employment Term, Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company andParent and in such positions with the Parent, while the Company is or any other business entity, directly or indirectly, controlled by or under common control with the Parent (each, a subsidiary “Group Company” and together the “Group”) as the Board of USI, as Chairman and Chief Executive Officer directors of the Company. It is Parent (the intention “Board”) shall reasonably direct the board of the parties that during Company to assign to the Employment TermExecutive. In such capacities, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "Board") and the Chief Operating Officer of USI, and shall have carry out such duties appropriate to his status and authorityexercise such powers in relation to, consistent with his position any applicable Group Company and each of their respective businesses as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him may from time to time be assigned to or vested in him by the Board or the Board. Executive shall perform his duties and responsibilities as Chief Executive Officer or Chief Operating Officer of USI. (c) During based in the Employment TermCoty office in London, Executive and shall devote substantially all of his travel as required by the Group’s business time to other Group Company offices in New York, Paris, and efforts to Geneva, as and on such basis as the performance of his duties hereunderparties shall mutually agree; provided, however, that Executive shall not perform services from the United States or any other jurisdiction unless and until all necessary visas, work permits or other documentation to permit him lawfully to provide such services in such jurisdictions have been obtained. The Company may also require Executive to work on a temporary basis from any Group Company location and travel to such location as may be allowedrequired for the performance of his duties. Executive will be required to keep a complete and accurate records of the time spent performing his duties under this Agreement, the nature of those duties, and the location from where such duties were performed. Executive shall devote his best efforts to the extent performance of his duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise; provided, that nothing herein shall be deemed to preclude Executive from engaging in personal, charitable or civic activities or serving on the board of directors of a corporation or the equivalent governing body of another business entity that would not violate the covenants contained in Annex 2 hereto as long as such activities activities, either individually or in the aggregate, do not materially interfere with the performance of his duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. Conduct. ------------------ (a) During the Term, the Executive will hold the title and office of, and serve in the position of, President - Hotels & Resorts of the Company and the LLC. The Executive shall serve undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacity, and shall perform such other specific duties and services (including service as Chief Executive Officer an officer, director or equivalent position of the USI Plumbing Products Company and, while the Company is a any direct or indirect subsidiary of USI, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during compensation) as they shall reasonably request consistent with the Employment Term nominate Executive as a director of USIExecutive's positions. (b) During the Term, the Executive shall report agrees to devote his full business time and attention to the Board of Directors business and affairs of the Company (the "Board") and the Chief Operating Officer of USI, LLC and shall have such duties to faithfully and authority, consistent with his position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder; provided, however, that Executive shall be alloweddiligently perform, to the extent that such activities do not materially interfere with the performance best of his ability, all of his duties and responsibilities hereunder, provided, that the Executive -------- may devote his business time to manage providing services to MeriStar Hospitality Corporation, so long as such activity does not interfere with the performance of the Executive's duties hereunder. Nothing in this Agreement shall preclude the Executive from devoting reasonable time and attention to (i) serving, with the approval of the Board, as a director, trustee or member of any committee of any organization, (ii) engaging in charitable and community activities and (iii) managing his personal financial investments and legal affairs affairs; provided that such activities do not involve any -------- material conflict of interest with the interests of the Company or, individually or collectively, interfere materially with the performance by the Executive of his duties and to serve on corporate, civic, or charitable boards or committeesresponsibilities under this Agreement. Notwithstanding the foregoingforegoing and except as expressly provided herein, during the Term, the Executive shall may not serve on accept employment with any corporate board other individual or entity, or engage in any other venture which is directly or indirectly in conflict or competition with the business of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by or the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedLLC. (dc) Upon request The Executive's office and place of rendering his services under this Agreement shall be in the principal executive offices of the Board Company which shall be in the Washington, D.C. metropolitan area. Under no circumstances shall the Executive be required to relocate from the Washington, D.C. metropolitan area or provide services under this Agreement in any other location other than in connection with reasonable and customary business travel. During the Chief Executive Officer or Chief Operating Officer of USITerm, the Executive Company shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to provide the Executive with executive office space, and administrative and secretarial assistance and other support services consistent with his position as an employee by any such affiliate shall reduce the obligations President - Hotels & Resorts and with his duties and responsibilities hereunder.

Positions. (a) Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "Board") and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer of the USI Plumbing Products Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (c) a. During the Employment Term, Executive shall serve as Chief Operating Officer (“COO”) of the Company. In such position, Executive shall have responsibility for nuclear generation, fossil generation, operational readiness/technical services, the Luminant Operating System, Luminant human resources, Luminant public affairs and any other duties, authority and responsibilities as shall be determined from time to time by the Chief Executive Officer of the Company (“Chief Executive Officer”), which duties, authority and responsibilities shall be customary for Executive’s position in a business of a similar size, type and nature to that of the Company. Executive shall report to the Chief Executive Officer with respect to his responsibilities to the Company. b. During the Employment Term, Executive will devote substantially all of his Executive’s full business time and best efforts to the performance of his duties hereunderhereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the board of directors of the Company (the “Board”); provided, however, that nothing herein shall preclude Executive shall be allowedfrom serving on the outside board of directors of one other company and, subject to the extent that prior approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to or continuing to serve on such additional boards of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not materially conflict or interfere with the performance of his Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent conflict with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedSection 8. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as a senior executive of the Company; initially as the Group Vice President of the Company. Executive shall also serve, if requested by the Board of Directors of the Company or the Chief Executive Officer of the USI Plumbing Products Company and(the "Chief Executive Officer"), while as an executive officer, director of subsidiaries and a director of associated companies of the Company is and a subsidiary fiduciary of USI, as Chairman any employee benefit plan or trust for the employees of the Company or subsidiaries and Chief Executive Officer shall comply with the policy of the Compensation Committee of the Company. It is the intention of the parties that during the Employment Term, Executive shall also serve on the 's Board of Directors (the "Compensation Committee") with regard to retention or forfeiture of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USIdirector's or other fees. (b) Executive shall report to the Board of Directors any more senior officer of the Company (the "Board") and as designated by the Chief Operating Executive Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive officer of the USI Plumbing Products CompanyExecutive's then position, as shall be assigned to him Executive from time to time by the Board or other managing body of the Company (the "Board), the Chief Executive Officer or Chief Operating Officer such other more senior officers of USIthe Company. (c) During the Employment Term, Executive shall devote substantially all of his Executive's business time and efforts to the performance of his Executive's duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not materially interfere with the performance of his Executive's duties and responsibilities hereunder, to manage his Executive's passive personal financial and legal affairs investments and to serve on corporate, civic, or charitable boards or committees. Notwithstanding the foregoing, the Executive may serve on corporate boards of directors or advisory committees only if approved in advance by the Board or the Chief Executive Officer (which approval may be withdrawn at any time) and shall not serve on any corporate board of directors or advisory committees if such service would be inconsistent with his Executive's fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedCompany. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.

Positions. (a) Executive shall serve as Chief Executive Officer of the USI Plumbing Products Company and, while the Company is a subsidiary of USI, as Chairman and Chief Executive Officer of the Company. It is the intention of the parties that during During the Employment Term, Executive shall also serve on as Chief Financial Officer of the Board Company and in such executive, officer or board of Directors of USI without additional compensation and USI shalldirector or comparable positions with the Company or any other business entity controlled by or under common control with, during directly or indirectly, the Employment Term nominate Executive Company (each, a “Group Company”) as a director of USI. (b) Executive shall report to the Board of Directors of the Company (the "“Board"”) and the Chief Operating Officer of USIshall reasonably assign to Executive. In such capacities, and Executive shall have carry out such duties appropriate to his status and authority, consistent with his position as exercise such powers in relation to any of: the senior executive officer of the USI Plumbing Products Company, any applicable Group Company and each of their respective businesses as shall be assigned to him may from time to time be reasonably assigned to or vested in him by the Board or Board. Executive shall report directly to the Chief Executive Officer or Chief Operating Officer of USI. and, as requested, to the Board. Executive’s principal office shall be at the Company’s U.S. headquarters. The Company may require him to work on a temporary basis extending no longer than thirty (c30) During days at any Group Company location and travel, at the Employment TermCompany’s sole expense, Executive shall devote substantially all of his business time and efforts to such places as may be reasonably required for the performance of his duties hereunder; provided, however, that duties. Executive shall be allowed, perform his duties hereunder to the extent that best of his abilities and shall not engage in any other business, profession or occupation for compensation or otherwise; provided that, nothing, herein shall be deemed to preclude Executive from engaging in personal, charitable, or civic activities as long as such activities activities, either individually or in the aggregate, do not materially interfere with the performance of his duties hereunder. Executive may also hold directorships in other companies consistent with the Company’s conflict of interest policies and responsibilities hereunder, corporate governance guidelines as in effect from time to manage his personal financial and legal affairs and to serve on corporate, civic, or charitable boards or committees. Notwithstanding time with the foregoing, the Executive shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approved. (d) Upon request prior written approval of the Board Company; provided that all of the Executive’s activities outside of the Executive’s duties to the Company, individually or in the Chief Executive Officer or Chief Operating Officer of USIaggregate, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy Company’s conflict of interest policies and corporate governance guidelines as in effect from time and do not otherwise interfere with the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid Executive’s duties and responsibilities to the Executive as an employee by any such affiliate shall reduce the obligations hereunderCompany.

Positions. (a) During the Employment Term, the Executive shall serve as (i) President, Co-Chief Executive Investment Officer of the USI Plumbing Products Operating Company and, while and have the Company is a subsidiary of USIauthority commensurate with such position and such duties commensurate with such position, as Chairman shall be determined from time to time by the Managing Member, and (ii) President, Co-Chief Executive Investment Officer of the Company. It is Company and have the intention of the parties that during the Employment Termauthority commensurate with such position and such duties commensurate with such position, Executive as shall also serve on the Board of Directors of USI without additional compensation and USI shall, during the Employment Term nominate Executive as a director of USI. (b) Executive shall report be determined from time to time by the Board of Directors of the Company (the "“Board"”). If appointed thereto, the Executive further agrees to serve, without additional compensation, as a director of the Company or a director (or equivalent for non-corporate entities) and the Chief Operating Officer of USI, and shall have such duties and authority, consistent with his position as the senior executive or officer of the USI Plumbing Products Operating Company or any other consolidated subsidiary of the Company, as shall be assigned to him from time to time by the Board or the Chief Executive Officer or Chief Operating Officer of USI. (cb) During the Employment Term, the Executive shall will devote substantially all of his Executive’s full business time and best efforts to the performance of his the duties hereunderof the positions in which he serves pursuant to Section 2(a) hereof and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board and the Managing Member; provided, however, provided that nothing herein shall preclude Executive shall be allowed, from (i) continuing to serve on any board of directors or trustees of any business corporation or charitable organization on which the Executive serves as of the Effective Date and which have been previously disclosed to the extent Employer, (ii) serving on the boards of directors (or bodies with similar management powers) of any entities managed by the Operating Company and/or consolidated by the Company; or (iii) subject to the prior written consent of the Board and the Managing Member, from accepting appointment to any board of directors or trustees of any business corporation or charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or materially interfere with the performance of his the Executive’s duties and responsibilities hereunder, to manage his personal financial and legal affairs and to serve on corporate, civic, hereunder or charitable boards or committees. Notwithstanding the foregoing, the Executive shall not serve on any corporate board conflict with Section 5 of directors if such service would be inconsistent with his fiduciary responsibilities to USI and the Company and in no event shall Executive serve on any such board unless approved by the Chief Executive Officer of USI. Service on the corporate boards set forth on Exhibit A hereto is hereby approvedthis Agreement. (d) Upon request of the Board or the Chief Executive Officer or Chief Operating Officer of USI, the Executive shall also serve as an executive officer or director of affiliates of USI and shall comply with the policy of the USI board of directors with regard to retention or forfeiture of director's fees. Any compensation paid to the Executive as an employee by any such affiliate shall reduce the obligations hereunder.