Common use of Positions Clause in Contracts

Positions. (a) Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel President and Corporate Secretary Chief Operating Officer of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary North American Travel of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary the Chief Information Officer of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer or the Chief Operating Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer or the Chief Operating Officer of the Company and and, shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “"Board”) "), the Chief Executive Officer or the Chief Executive Operating Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer or the Chief Operating Officer of the Company.

Positions. (a) Executive shall continue to serve as Executive Vice President, General Counsel and Corporate Secretary the ____________________ of the Company’s . If requested by the Board of Directors. Directors of the Company (the "Board") or the Chairman of the Board of the Company (the "Chairman"), the Executive shall also serve, if requested by the Chief Executive Officer of the Company, serve as an executive officer and or director of subsidiaries and a director of Affiliates associated companies of the Company without additional compensation and shall comply with the subject to any policy of the Compensation Committee of the Company’s Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture turnover of the director’s 's fees. (b) Executive shall report directly to the Chairman, President and Chief Executive Officer of (the Company "CEO") and shall have such duties and authority, authority consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) CEO or the Chief Executive Officer of the CompanyBoard. (c) During the Employment Term, Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunderhereunder and use his best efforts in such endeavors; 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 and industry boards or committees. Notwithstanding the foregoing, the Executive shall only not serve on any corporate boards board of directors if such service would be inconsistent with his fiduciary responsibilities to the Company and in no event shall Executive serve on any such board unless approved in advance writing by the Chief Executive Officer of the CompanyCEO.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel Lodging and Corporate Secretary Vacation Packages of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as Executive Vice President, President and General Counsel of the Company and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as President and Chief Executive Vice President, General Counsel and Corporate Secretary Officer of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer Board of Directors of the CompanyCompany (the “Board”), as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. Executive shall serve during the Employment Term as a member of the Board. Upon termination of Executive’s employment with the Company, Executive shall resign from the Board and any committees thereof (and, if applicable, from the board of directors (and any committees thereof) of any subsidiary or Affiliate of the Company) to the extent Executive is then serving thereon. (b) Executive shall report directly to the Chief Executive Officer of the Company Board and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the CompanyBoard.

Positions. (a) Effective on the Commencement Date, Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer a senior executive of the Company, as an executive officer Senior Vice President, Corporate Development and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time Strategy. If requested by the Board of or Directors of the Company (the “Board”) or the Chief Executive Officer of the Company, Executive shall also serve 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 Executive’s then position as shall be assigned to her from time to time by the Board, the Chief Executive Office of the Company, or her designee. (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 personal financial and legal affairs interests and to serve on corporate, civic, civic or charitable and industry boards or committees, and subject to the next sentence, serve on corporate boards of directors. Notwithstanding the foregoing, Executive shall only may serve on corporate boards of directors only if approved in advance by the Chief Executive Officer 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 Executive’s fiduciary responsibilities to the Company.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Operating Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, the position of chief operating officer of a company as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or Chief Executive Officer. Executive shall report directly to the Chief Executive Officer of the Companyin performing his duties hereunder. (c) The Executive is an at will employee of the Company. Accordingly, the Company may terminate Executive at any time for any lawful reason. During the his term of employment (“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 and interests and, subject to the next sentence, to serve on corporatethe board of directors, civicor on committees of such board of directors (or any similar positions), of any for-profit, charitable and industry boards or committeescivic entity. Notwithstanding the foregoing, Executive shall only may serve on corporate such boards of directors if approved in advance or committees only with prior written approval by the Chief Board (which approval may be withdrawn for any good reason, as determined by the Board in its sole discretion) and Executive Officer shall not serve on any board of directors if such service would be inconsistent with his fiduciary responsibilities to the Company.

Positions. (a) Executive shall serve as the President and Chief Executive Vice President, General Counsel and Corporate Secretary Officer of the Company’s . Executive shall continue to serve during the Employment Term as a member of the Board of DirectorsDirectors of the Company (the "Board"). Executive shall also serve, if requested by the Chief Executive Officer of the CompanyBoard, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer of the Company Board and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the CompanyBoard.

Positions. (a) Executive shall serve as Executive the Vice President, General Counsel Chairman and Corporate Secretary Head of Worldwide Strategy and Planning of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and and, shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) During the Employment Term, Executive shall serve as Executive Vice President, General Counsel the President and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company. Effective as of the Commencement Date, Executive shall be elected or appointed as a Class III member of the Board of Directors of the Company (the "Board"), in all cases, in accordance with the Company’s bylaws and applicable governing documents. If requested by the Board, Executive shall also serve as an executive officer and or director of subsidiaries of the Company and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s feeswithout additional compensation. (b) Executive shall report directly to the Chief Executive Officer of the Company Board and shall have such duties and authority, authority consistent with his then position, positions as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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 hereunderhereunder and use his best efforts in such endeavors; 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 and industry boards or committees. Notwithstanding the foregoing, Executive shall only not serve on any corporate boards board of directors if such service would be inconsistent with his fiduciary responsibilities to the Company and in no event shall Executive serve on any such board unless approved in advance writing by the Chief Executive Officer of the Company.Board. 730211809.2

Positions. (a) Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary the Chief Marketing Officer of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of director’s fees's fees received in connection with such director positions. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel President and Corporate Secretary Chief Operating Officer of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “Compensation Committee”"COMPENSATION COMMITTEE") with regard to retention or forfeiture of director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and and, shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”"BOARD") or the Chief Executive Officer 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; providedPROVIDED, howeverHOWEVER, 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel Chief Financial Officer and Corporate Secretary Treasurer of the Company’s . If requested by the Board of DirectorsDirectors of the Company (the "Board") or the Chairman and so elected by the stockholders of the Company, Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Chief Executive Officer of Board, the CompanyChairman or the President, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of the director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer any more senior officer of the Company and as designated by the Chairman or the President and, shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of Board, the Company (Chairman, the “Board”President or such other more senior officer(s) or the Chief Executive Officer 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 and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer Board and shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to the Company, as determined by the Board.

Positions. (a) Commencing July 1, 1999, Executive shall serve as Executive Vice President, General Counsel the President and Corporate Secretary Chief Operating Officer of the Company’s . Prior thereto Executive shall be an employee but not an officer of the Company. The Company will also nominate Executive during the Employment Term as a member of the Board of DirectorsDirectors of the Company (the "Board"). Executive shall also serve, if requested by the Board, or the Chief Executive Officer of the CompanyOfficer, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and and, shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. committees Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the CompanyBoard.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel President and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the CompanyCompany and report directly to the Board of Directors of the Company (the “Board”). Executive shall be elected to the Board effective on the Commencement Date. If requested by the Board, Executive shall also serve as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company without additional compensation and shall comply with the subject to any policy of the Compensation Committee Board or any compensation committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture turnover of the director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, position as the Chief Executive Officer as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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 passive personal financial and legal affairs interests and to serve on corporate, civic, civic or charitable and industry boards or committees, and subject to the next sentence, serve on corporate boards of directors. Notwithstanding the foregoing, Executive shall only may serve on corporate boards of directors only if approved in advance by the Chief Executive Officer 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 the Company.

Positions. (a) Executive shall serve as President and Chief Executive Vice President, General Counsel and Corporate Secretary Officer of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer Board of Directors of the CompanyCompany (the “Board”), as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. Executive shall serve during the Employment Term as a member of the Board. Upon termination of Executive’s employment with the Company, Executive shall resign from the Board and any committees thereof (and, if applicable, from the board of directors (and any committees thereof) of any subsidiary or Affiliate of the Company) to the extent Executive is then serving thereon. (b) Executive shall report directly to the Chief Executive Officer of the Company Board and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the CompanyBoard.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary the Chief Financial Officer of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and and, shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “"Board”") or the Chief Executive Officer 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, charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer of the Company.

Positions. (a) Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary of the Company’s . If requested by the Board of DirectorsDirectors of the Company (the "Board") or the Chairman and so elected by the stockholders of the Company, Executive shall also serve on the Board without additional compensation. Executive shall also serve, if requested by the Chief Executive Officer of Board, the CompanyChairman or the President, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of the director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer any more senior officer of the Company and as designated by the Chairman or the President and, shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of Board, the Company (Chairman, the “Board”President or such other more senior officer(s) or the Chief Executive Officer 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 and industry boards or committees. Notwithstanding the foregoing, the Executive shall only serve on corporate boards of directors if approved in advance by the Chief Executive Officer Board and shall not serve on any corporate board of directors if such service would be inconsistent with his fiduciary responsibilities to the Company, as determined by the Board.

Positions. (a) As of the Effective Date, Executive shall serve as Executive Group Vice President, General Counsel and Corporate Secretary President of the Company’s . If requested by the Board of DirectorsDirectors of the Company (the "Board") or the Chairman and so elected by the stockholders of the Company, Executive shall also serve on the Board of Directors of the Company without additional compensation. Executive shall also serve, if requested by the Chief Executive Officer Board of Directors of the CompanyCompany or the Chairman, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company and shall comply with the policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture of the director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer any more senior officer of the Company and as designated by the Chairman or the President and, shall have such duties and authority, consistent with his then position, position as a Group Vice President of the Company as shall be assigned to him from time to time by the Board of Directors of Board, the Company (Chairman, the “Board”President or such other more senior officer(s) or the Chief Executive Officer 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 passive personal financial and legal affairs investments and to serve on corporate, civic, or charitable and industry boards or committees. Notwithstanding the foregoing, the Executive shall only not serve on any corporate boards board of directors if approved in advance by the Chief Executive Officer of such service would be inconsistent with his fiduciary responsibilities to the Company.

Positions. (a) Effective on the Commencement Date, Executive shall serve as Executive Vice President, General Counsel and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer a senior executive of the Company, as an executive officer and director of subsidiaries and a director of Affiliates of the Company and shall comply with the policy of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) with regard to retention or forfeiture of director’s fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, as shall be assigned to him from time to time Vice President Human Resources. If requested by the Board of or Directors of the Company (the “Board”) or the Chief Executive Officer of the Company, Executive shall also serve 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 Executive’s then position as shall be assigned to him from time to time by the Board, the Chief Executive Office of the Company, or his designee. (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 personal financial and legal affairs interests and to serve on corporate, civic, civic or charitable and industry boards or committees, and subject to the next sentence, serve on corporate boards of directors. Notwithstanding the foregoing, Executive shall only may serve on corporate boards of directors only if approved in advance by the Chief Executive Officer 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 Executive’s fiduciary responsibilities to the Company.

Positions. (a) Executive shall continue to serve as Executive Vice Presidentthe Chairman, General Counsel President and Corporate Secretary of the Company’s Board of Directors. Executive shall also serve, if requested by the Chief Executive Officer of the Company. If requested by the Board of Directors of the Company (the "Board"), the Executive shall also serve as an executive officer and or director of subsidiaries and a director of Affiliates associated companies of the Company without additional compensation and shall comply with the subject to any policy of the Compensation Committee of the Company’s Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture turnover of the director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer of the Company Board and shall have such duties and authority, authority consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer 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 hereunderhereunder and use his best efforts in such endeavors; 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 and industry boards or committees. Notwithstanding the foregoing, the Executive shall only not serve on any corporate boards board of directors if such service would be inconsistent with his fiduciary responsibilities to the Company and in no event shall Executive serve on any such board unless approved in advance writing by the Chief Executive Officer of the CompanyBoard.

Positions. (a) Executive shall serve as Executive a senior executive of the Company, initially, as the Vice President, General Counsel Chief Financial Officer and Corporate Secretary Treasurer of the Company’s . If requested by the Board of Directors. Executive shall also serve, if requested by Directors of the Company (the "Board") or the Chief Executive Officer of the CompanyCompany (the "Chief Executive Officer"), Executive shall also serve on the Board, as an executive officer and director of subsidiaries and a director of Affiliates associated companies of the Company without additional compensation and shall comply with the subject to any policy of the Compensation Committee of the Company’s 's Board of Directors (the “"Compensation Committee”") with regard to retention or forfeiture turnover of the director’s 's fees. (b) Executive shall report directly to the Chief Executive Officer of the Company and shall have such duties and authority, consistent with his then position, position as shall be assigned to him from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Companyor his 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 and industry boards or committees, and subject to the next sentence, serve on corporate boards of directors. Notwithstanding the foregoing, Executive shall only may serve on corporate boards of directors only if approved in advance by the Chief Executive Officer 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 the Company.