Common use of Responsibilities and Duties Clause in Contracts

Responsibilities and Duties. 4.1 The Employee will be employed as Senior Vice President and Chief Financial Officer for HLSS and shall report to the President and Chief Executive Officer. 4.2 The general responsibilities and duties of the Employee will be as follows: (a) Ensuring that the financial statements of HLSS are prepared in accordance with Generally Accepted Accounting Principles; (b) Establishing and maintaining an effective system of internal accounting controls; (c) Ensuring that HLSS maintains access to the debt and equity capital markets to provide sufficient funding for its operations and growth at the lowest possible cost; (d) Developing appropriate tax strategies and monitoring compliance with all applicable laws and regulations; and (e) Attracting, developing and retaining HLSS employees who are critical to manage and grow the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times use his best endeavours to promote the interests of HLSS and shall be expected to do all such work as would customarily Xxxxx Xxxxxx be associated with the position of Senior Vice President and Chief Financial Officer, including all such work as may be reasonably allocated or assigned to him by HLSS. 4.4 The Employee's duties, responsibilities and job title may be changed at any time at the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall devote substantially the whole of his time, attention and abilities during his hours of work and at such other times as may be necessary to the proper performance of his duties under this Agreement. During the term of this Agreement, the Employee agrees that he (i) will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and (ii) shall not have any direct or indirect interest in any other business or organisation if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSS. 4.6 The Employee expressly confirms that he is not bound to any other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreement.

Responsibilities and Duties. 4.1 The Employee will be employed as Senior Vice President and Chief Financial Officer for HLSS and shall report to (a) During the President and Chief Executive Officer. 4.2 The general responsibilities and duties course of the Employee will be as followsEmployment, the Executive: (ai) Ensuring that will carry out the financial statements of HLSS are prepared duties appropriate to his appointment as Chief Operating Officer and in accordance with Generally Accepted Accounting Principles; (b) Establishing and maintaining an effective system of internal accounting controls; (c) Ensuring that HLSS maintains access to the debt and equity capital markets to provide sufficient funding for its operations and growth at the lowest possible cost; (d) Developing appropriate tax strategies and monitoring compliance with all applicable laws and regulations; and (e) Attracting, developing and retaining HLSS employees who are critical to manage and grow the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times so doing he must use his best endeavours to promote further the interests prosperity and enhance the reputation of HLSS the Company and shall the 30DC Group and must comply with all lawful orders and instructions given to him by the Board; (ii) must not, without the prior written consent of the Board, directly or indirectly be expected to do all such work as would customarily Xxxxx Xxxxxx be associated engaged or interested in any other business activity competing with that of the 30DC Group but this will not preclude the Executive from holding or acquiring not more than 5% of the shares or securities of any corporation officially listed on any recognised stock exchange or holding or acquiring any real property by way of passive personal investment which holding or acquisition is not inconsistent with the position intent of Senior Vice President the foregoing provisions of this clause; and (iii) may, with the prior written consent of the Board, accept appointments as a director of other corporations and Chief Financial Officer, including all to the boards of committees and charities and devote such work time as may be reasonably allocated or assigned necessary to him by HLSSthese activities on such terms as the Board may agree. 4.4 The Employee's duties(b) Unless absent on leave as provided under this Agreement or through illness or injury, responsibilities and job title may be changed at any time at during the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall course of the Employment the Executive must devote substantially the whole of his time, time and attention and abilities during his normal working hours of work and at such other times as may be reasonably necessary to the proper performance of his duties under this Agreement. During and responsibilities and to the term business of this Agreement, the Employee agrees that he 30DC Group. (c) The Executive acknowledges that: (i) will not perform any activities or services, or accept such other employment the Employment Cost includes a provision for the Reasonable Additional Hours which would the Executive may be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and required to work; and (ii) shall he has no further entitlement to pay or time off in lieu for all such Reasonable Additional Hours worked by him. EXECUTIVE SERVICES AGREEMENT HWL EBSWORTH -------------------------------------------------------------------------------- (d) The Executive must undertake such travel during the course of the Employment as the Company may reasonably require from time to time. (e) In addition to the above provisions the Executive must: (i) carry out all lawful and reasonable instructions given to the Executive by the Board in relation to the Employment; (ii) serve the Company and the 30DC Group faithfully, efficiently and diligently and exercise all due care and skill in the performance of the Executive's duties; (iii) refrain from acting or giving the appearance of acting contrary to the interests of the Company and the 30DC Group; (iv) not have solicit or attempt to persuade any direct or indirect interest in clients of the Company and the 30DC Group to use the services of any other business or organisation if that business or organisation competes or might reasonable be considered business; (v) keep confidential all raw data and trade secrets the Executive acquires during the Employment with the Company and the 30DC Group, including techniques, product information, client lists and any other information which is confidential to the Company and the 30DC Group; and (vi) carry out any other duties reasonably required by HLSS the Company and the 30DC Group to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSSthe Executive's skills and abilities. 4.6 The Employee expressly confirms that he is not bound (f) Where appropriate, the Executive may be required to any undertake training as arranged by the Company and the 30DC Group for the acquisition of a broader range of skills and competence and the better performance of the Executive's duties. (g) Each of the Company and the Executive will act towards each other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreementwith respect to this Agreement and all matters incidental to it in good faith.

Responsibilities and Duties. 4.1 The Employee will be employed as Senior Vice President and Chief Financial Officer for HLSS and shall report to the President and Chief Executive Officer. 4.2 The general responsibilities and duties of the Employee will be as follows:Firm shall- (a) Ensuring that have a suitable person appointed as Leader Consultant for the financial statements Project. In case where the Firm does not have a Design Consultant of HLSS are prepared in accordance the appropriate specialty required for the execution of the Project or part thereof or for the performance of the contractual obligations which it undertakes, then it shall contract with Generally Accepted Accounting Principlesa suitable, competent and experienced Design Consultant, according to the nature of the Project, for the provision of this service; (b) Establishing co-operate with the Special Consultants and maintaining an effective system the Design Consultants of internal accounting controlsthe Project aiming to the successful completion of the Project and coordinate them at all stages for the preparation of their designs as well as at the stages of execution and implementation of the Project; (c) Ensuring that HLSS maintains access to fully comply with the debt applicable legislation, inform the Client about it and equity capital markets to provide sufficient funding for advise the Client on its operations and growth at the lowest possible costcompliance; (d) Developing appropriate tax strategies assist the Client in the various actions to be taken or to be taken by the Client towards the competent authorities for the purpose of obtaining the permits or certificates required for the Project under the applicable legislation and monitoring compliance coordinate the submission of the necessary applications for this purpose and monitor the progress until their final issuance; 3The Firm has the right to object to the appointment of a Special Consultant, on grounds which would be considered valid by an Arbitrator who would be appointed in accordance with Clause 24 below. (e) advise the Client on his obligations under the Health and Safety at Work Laws and the Regulations issued thereunder, including, inter alia, the need to appoint suitable persons to provide health and safety coordination services during the Project preparation stage and during the Project execution stage and fulfil its obligations in relation to the Health and Safety at Work Laws and the Regulations issued thereunder; (f) advise the Client on the appointment of Design Consultants or other persons for the design and/or execution of a specific part of its services or the provision of a specialised service, if required, in relation to the Project; (g) advise the Client on the appointment, on a full or part-time basis, of site inspectors or other persons referred to in the Agreement under separate agreements, where the Firm considers that the execution of the Project requires such appointment; (h) act and shall be required to act on behalf of its Client in all applicable laws and regulationsmatters expressly assigned to it by the Agreement or implied by its terms; and (ei) Attractingobtain the Client's prior written consent before proceeding to any new stage of Services, developing and retaining HLSS employees who as these are critical to manage and grow the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times use his best endeavours to promote the interests of HLSS and shall be expected to do all such work as would customarily Xxxxx Xxxxxx be associated with the position of Senior Vice President and Chief Financial Officer, including all such work as may be reasonably allocated or assigned to him by HLSS.below: 4.4 The Employee's duties, responsibilities and job title may be changed at any time at the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall devote substantially the whole of his time, attention and abilities during his hours of work and at such other times as may be necessary to the proper performance of his duties under this Agreement. During the term of this Agreement, the Employee agrees that he (i) will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict Services Stage I: Submission of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and Preliminary Design (ii) shall not have any direct or indirect interest in any other business or organisation if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest Services Stage II: Submission of HLSS.Final Design, Details/Specifications 4.6 The Employee expressly confirms that he is not bound to any other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreement.(iii) Services Stage III: Supervision

Responsibilities and Duties. 4.1 The Employee will be employed as Senior Vice President and Chief Financial Officer Treasurer for HLSS and shall report to the President and Chief Executive Officer. 4.2 The general responsibilities and duties of the Employee will be as follows: (a) Ensuring that the financial statements Management and oversight of HLSS are prepared in accordance with Generally Accepted Accounting Principlesall Treasury functions; (b) Establishing Ensuring that HLSS has sufficient funding to meet its existing obligations and maintaining an effective system to provide for growth and expansion into new lines of internal accounting controlsbusiness; (c) Ensuring that HLSS maintains access Maintaining relationships with existing capital providers and working to the debt and equity develop relationships with new capital markets to provide sufficient funding for its operations and growth at the lowest possible costproviders; (d) Developing appropriate tax strategies and monitoring compliance Working to provide HLSS with all applicable laws and regulationsthe lowest possible cost of funds; and (e) Attracting, developing and retaining HLSS employees who are critical to manage and grow the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times use his best endeavours to promote the interests of HLSS and shall be expected to do all such work as would customarily Xxxxx Xxxxxx Xxxxxxx Xxxxxxx be associated with the position of Senior Vice President and Chief Financial Officer, Treasurer including all such work as may be reasonably allocated or assigned to him by HLSS. 4.4 The Employee's duties, responsibilities and job title may be changed at any time at the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall devote substantially the whole of his time, attention and abilities during his hours of work and at such other times as may be necessary to the proper performance of his duties under this Agreement. During the term of this Agreement, the Employee agrees that he (i) will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and (ii) shall not have any direct or indirect interest in any other business or organisation if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSS. 4.6 The Employee expressly confirms that he is not bound to any other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreement.

Responsibilities and Duties. 4.1 The Employee will Head agrees during the Employment: To exercise such powers and perform such duties and observe such restrictions and undertake such duties and responsibilities as may from time to time be employed assigned to the Head by or under the authority of the Governors; to use his/her utmost endeavours to promote, protect, develop and extend the interests and reputation of the School and any Subsidiary or Associated Company; to advise and assist the Governors in the exercise of their functions, including attending meetings of the Governors and making such reports to them (both orally and in writing) in connection with the Head's functions as Senior Vice President and Chief Financial Officer for HLSS the Governors may require. The Head shall have direct access to the Governors and shall report have the right (in consultation with the Bursar on matters or in areas within his responsibility) to submit items for the agenda of all meetings of the Governors or of any committee or sub-committee thereof and shall have the right to attend and speak at all such meetings but may on being given reasonable notice be required to withdraw from a meeting of the Governors for such good reason as they may decide; to promptly make such reports to the President and Chief Executive Officer. 4.2 The general responsibilities and duties Governors in connection with the affairs of the Employee will school on such matters and at such times as are reasonably required by the Governors; to select and appoint the teaching staff of the School, on such terms and conditions of service and subject to such staffing policy and procedures that may from time to time be as follows: (a) Ensuring that laid down by the financial statements Governors [except for those of HLSS are prepared a [Deputy Head and Chaplain] which should be made in consultation with the Governors]; to participate in the selection and appointment of the Bursar, which appointment shall be made [by the Governors with the approval of the Head] [by the Head with the approval of the Governors]; to deploy and manage all teaching staff of the School and allocate duties to them; to dismiss or suspend teaching staff in accordance with Generally Accepted Accounting Principles; (b) Establishing and maintaining an effective system the School's disciplinary procedures from time to time laid down by the Governors for different categories of internal accounting controls; (c) Ensuring that HLSS maintains access to the debt and equity capital markets to provide sufficient funding for its operations and growth at the lowest possible cost; (d) Developing appropriate tax strategies and monitoring compliance with all applicable laws and regulationsstaff; and (e) Attracting, developing and retaining HLSS employees who are critical to manage and grow supervise teachers as regards all their duties and to evaluate the business. 4.3 In addition standards of teaching and learning at the School, and to ensure that proper standards of professional performance are established, appraised and maintained; to manage the specific duties set out aboveimplementation of an appropriate curriculum and timetable in conformity with the educational policies agreed with the Governors: to be, the Employee shall so far as is reasonable, available at all times use his best endeavours and at all reasonable hours to promote Housemasters, Housemistresses and teaching staff; to determine, in accordance with any written statement of general principles provided by the interests Governors, measures to be taken with a view to promoting, among the pupils, self-discipline and proper regard for authority, to encourage good behaviour of HLSS the pupils and otherwise to regulate the conduct of the pupils, to make such measures generally known within the School, and to ensure that they are implemented; to ensure good order and discipline at all times when pupils are present on the School premises and whenever the pupils are engaged in authorised school activities, whether on school premises or elsewhere; to comply at all times with the Governors' policy on the discipline, suspension or expulsion of pupils provided that no pupil shall be expected to do all such work as would customarily Xxxxx Xxxxxx be associated expelled by the Head without prior consultation with the position Chairman of Senior Vice President the Governors (or with the Deputy Chairman if the Chairman is not available) and Chief Financial Officer, including all in any event to suspend or expel a pupil only after having acted fairly and having observed the rules of natural justice; to work such work hours as may be reasonably allocated or assigned to him by HLSS. 4.4 The Employee's duties, responsibilities and job title may be changed at any time at the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall devote substantially the whole of his time, attention and abilities during his hours of work and at such other times as may be necessary properly to discharge the Head's duties under this Agreement whether such hours be within or outside normal school hours; without the prior written permission of the Governors, not to hold any office or engage in any activity which in the opinion of the Governors may interfere with the proper performance of his the Head's duties under this Agreement. During the term of this Agreement, the Employee agrees that he (i) will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and (ii) shall not have any direct or indirect interest in any other business or organisation if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSS. 4.6 The Employee expressly confirms that he is not bound to any other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreement.

Responsibilities and Duties. 4.1 The Employee will During the Term of Employment (as hereinafter defined), the Executive shall be employed as Senior the Executive Vice President and Chief Financial Officer for HLSS and shall report to the President and Chief Executive Officer. 4.2 The general responsibilities and duties of the Employee will be as follows: (a) Ensuring that the financial statements of HLSS are prepared in accordance with Generally Accepted Accounting Principles; (b) Establishing and maintaining an effective system of internal accounting controls; (c) Ensuring that HLSS maintains access to the debt and equity capital markets to provide sufficient funding for its operations and growth at the lowest possible cost; (d) Developing appropriate tax strategies and monitoring compliance with all applicable laws and regulations; and (e) AttractingPresident, developing and retaining HLSS employees who are critical to manage and grow the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times use his best endeavours to promote the interests of HLSS and shall be expected to do all such work as would customarily Xxxxx Xxxxxx be associated with the position of Senior Vice President and Chief Financial Officer, including all Secretary and Treasurer of each of AM and IMED. In that capacity, for each of such work as may be reasonably allocated or assigned to him by HLSS. 4.4 The Employee's dutiescompanies, the Executive shall have the responsibilities and job title may be changed at any time at duties customarily ascribed to a person holding the Company's absolute and sole discretion by notice given offices referred to above in writingcompanies similarly situated, subject to immigration approval. 4.5 The Employee shall devote substantially the whole of his time, attention and abilities during his hours of work and at such other times as may be necessary to the proper performance of his duties under this Agreement. During the term of this Agreement, the Employee agrees that he well as: (i) will not perform any activities or serviceswith respect to IMED, or accept such other employment which would be inconsistent duties and responsibilities consistent with this Agreementsuch offices as the executive holding the title of Chief Executive Officer of IMED (the "IMED CEO") or, if there is no one serving in the employment relationship between capacity of IMED CEO, that the PartiesBoard of Directors of IMED (the "IMED Board"), or would in any way interfere withshall from time to time, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent reasonably determine; and (ii) shall not have any direct or indirect interest in any with respect to AM, such other business or organisation duties and responsibilities consistent with such offices as the executive holding the title of Chief Executive Officer of AM (the "AM CEO") or, if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act there is no one serving in the best capacity of AM CEO, that the Board of Directors of AM (the "AM Board"), shall from time to time, reasonably determine. It is agreed and understood between the parties that the Executive shall devote a substantial portion of his working time to the performance of his responsibilities and duties to IMED hereunder, but shall also devote that portion of his working time as is reasonably necessary to the performance of his responsibilities and duties to AM hereunder. During the Term of Employment, the Executive shall devote his full working time to the performance of his responsibilities and duties hereunder and shall comply with the policies of IMED and AM with respect to conflict of interest and business ethics from time to time in effect. During the Term of HLSS. 4.6 The Employee expressly confirms that he is Employment, the Executive shall not, without the prior written consent of both AM and IMED, render services, whether or not bound compensated, to any other person or entity as an employee, independent contractor of otherwise, PROVIDED, HOWEVER, that nothing contained herein shall restrict the Executive: (i) from rendering services to charitable organizations, industry organizations, trade organizations and civic organizations; (ii) in each case, with the prior written approval of both AM and IMED, which approval will not be unreasonably withheld, from serving as a director of any one or more other corporations; or (iii) from managing his personal investments, in each of the above cases in such manner as shall not interfere with the performance by the Executive of his duties and responsibilities hereunder. The Executive shall report directly to the CEO of the pertinent company, firm or entity by a non-competition or any if there is no other such clause which would prevent him from signing person serving in the present Agreementcapacity of CEO, to the pertinent Board of Directors. The Executive's principal duties shall be rendered at the principal office of IMED and AM in San Diego, California.

Responsibilities and Duties. 4.1 The Employee will be employed as Senior Vice President and Chief Financial Officer for HLSS and shall report to Design Consultant, during the President and Chief Executive Officer. 4.2 The general responsibilities and duties performance of the Employee will be as followsAgreement, shall: (a) Ensuring that co-operate fully with the financial statements of HLSS are prepared in accordance with Generally Accepted Accounting Principlesappointed Leader Consultant for the Project; (b) Establishing co-operate with the Special Consultants and maintaining an effective system any other design consultants of internal accounting controlsthe Project aiming to the successful completion of the Project and co-operate with them at all stages of preparation of their designs and at the implementation of the Project; (c) Ensuring that HLSS maintains access comply with the applicable legislation in relation to the debt subject matter assigned to him and equity capital markets to provide sufficient funding for inform the Principal about it and advise him on its operations and growth at the lowest possible costcompliance; (d) Developing appropriate tax strategies assist the Principal in its various actions towards the competent authorities for the purpose of obtaining the permits or certificates required for the Project under the applicable legislation and monitoring compliance assist in the submission of the necessary applications for this purpose and monitor the progress until their final issuance; (e) advise the Principal on its obligations under the Health and Safety at Work Laws and the Regulations issued thereunder in relation to the subject matter assigned to him, including, inter alia, the need to appoint suitable persons to provide health and safety coordination services during the Project preparation stage and during the Project execution stage and fulfil his obligations in relation to the Health and Safety at Work Laws and the Regulations issued thereunder; (f) advise the Principal on the appointment of other design consultants or other persons for the design and/or execution of a specific part of his services or the provision of a special service, if required, in relation to the Project; (g) employ experienced and suitable personnel for the performance of his obligations, duties, responsibilities and tasks he undertakes under this Agreement; (h) in the event that the Principal is not satisfied with the work of any person employed by or working with the Design Consultant, comply with the Principal’s instructions to replace such person with another experienced and suitable person, without additional fee or compensation; (i) ensure that all members of the Design Consultant's team carry out their professional duties with full awareness of their professional responsibility to him and to the Principal and ensure that they are not relieved of their responsibility by reason of assignment or delegation of their obligations or part of their work or otherwise; (j) ensure to render his services with such diligence and skill as a reasonable and prudent person qualified to practise such profession would exercise under the circumstances; (k) ensure that the Design Consultant's team and their staff provide their services in accordance with the applicable laws and regulationslegislation, respecting the professional confidentiality; and (el) Attracting, developing and retaining HLSS employees who are critical to manage and grow support the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times use his best endeavours to promote the legitimate interests of HLSS and shall be expected to do all such work as would customarily Xxxxx Xxxxxx be associated with the position of Senior Vice President and Chief Financial Officer, including all such work as may be reasonably allocated or assigned to him by HLSSPrincipal. 4.4 The Employee's duties, responsibilities and job title may be changed at any time at the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall devote substantially the whole of his time, attention and abilities during his hours of work and at such other times as may be necessary to the proper performance of his duties under this Agreement. During the term of this Agreement, the Employee agrees that he (i) will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and (ii) shall not have any direct or indirect interest in any other business or organisation if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSS. 4.6 The Employee expressly confirms that he is not bound to any other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreement.

Responsibilities and Duties. 4.1 The Employee will be employed as Senior Vice President and Chief Financial Executive Officer for HLSS and shall report to the President and Chief Executive OfficerChairman of the Board of Directors. 4.2 The general responsibilities and duties of the Employee will be as follows: (a) Ensuring that Execute the financial statements business strategy set forth by the Company’s Board of HLSS are prepared in accordance with Generally Accepted Accounting PrinciplesDirectors; (b) Establishing Develop and maintaining an effective system of internal accounting controlsmanage relationships with key investors; (c) Ensuring Identify and implement new lines of business for HLSS that HLSS maintains access to the debt and equity capital markets to provide sufficient funding for are consistent with its operations and growth at the lowest possible costinvestment charter; (d) Developing appropriate tax strategies and monitoring compliance Enter into business relationships with all applicable laws and regulationsmortgage loan servicers other than Ocwen that are consistent with the HLSS investment charter; and (e) AttractingAttract, developing develop and retaining retain HLSS employees who are critical to manage and grow the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times use his best endeavours to promote the interests of HLSS and shall be expected to do all such work as would customarily Xxxxx Xxxxxx be associated with the position of Senior Vice President and Chief Financial Executive Officer, including all such work as may be reasonably allocated or assigned to him by HLSS. 4.4 The Employee's duties, responsibilities and job title may be changed at any time at the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall devote substantially the whole of his time, attention and abilities during his hours of work and at such other times as may be necessary to the proper performance of his duties under this Agreement. During the term of this Agreement, the Employee agrees that he (i) will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and (ii) shall not have any direct or indirect interest in any other business or organisation if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSS. 4.6 The Employee expressly confirms that he is not bound to any other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreement.

Responsibilities and Duties. 4.1 The Employee will administration of school policy set by the Committee and the Union, pursuant to M.G.L. c. 71, §37, and the operation and management of the schools, and the direction of employees, shall be through the Superintendent, pursuant to M.G.L. c. 71, §59. The parties hereto agree that: A. The Superintendent shall administer curriculum and instruction and decide all matters having to do with selection, appointment, assignment, transfer, promotion, organization, reorganization, reduction, or termination of personnel employed or to be employed by the Districts consistent with State Law and contract obligations. Where state law delegates to the Committee and the Union the specific hiring authority, the Committee and the Union agrees to receive a recommendation thereon from the Superintendent. If the Committee and/or the Union rejects the Superintendent’s recommendation, it shall state at the meeting at which the appointment is made the basis therefore, which basis shall be part of the minutes of the meeting. B. The administration of policy, the operation and management of the schools, including utilization of and regular accounting for funds appropriated for the school budget, and the direction of employees of the Districts shall be through the Superintendent. Duties and responsibilities therein shall be performed and discharged by the Superintendent or by the staff under the Superintendent’s direction. The Districts shall conduct an audit of all books and accounts as Senior Vice President of the Superintendent’s first date of employment and Chief Financial Officer for HLSS annually thereafter. C. The Superintendent and/or designee(s) shall have the right to attend all regular and special meetings of the Committee and the Union, including meetings of the Orange School Committee and the Petersham School Committee, and all subcommittee meetings thereof, and shall report serve as advisor to said committees and make recommendations on all matters affecting the Districts. The Superintendent shall be consulted and have the right to speak on all issues before the School Committees and have a seat at the Committees’ tables. D. Criticisms, complaints, and suggestions called to the President attention of the Committee and Chief Executive Officerthe Union shall be promptly referred to the Superintendent in writing for study, disposition, or recommendation as appropriate to facilitate the orderly administration of the Districts, ensure responsiveness to the public and fairness to the Superintendent. 4.2 E. The general responsibilities Committee and duties of the Employee will be as follows: (a) Ensuring Union shall make no agreement with any other employee group or individual that would interfere with the financial statements of HLSS are prepared in accordance with Generally Accepted Accounting Principles; (b) Establishing and maintaining an effective system of internal accounting controls; (c) Ensuring that HLSS maintains access to the debt and equity capital markets to provide sufficient funding for its operations and growth at the lowest possible cost; (d) Developing appropriate tax strategies and monitoring compliance with all applicable laws and regulations; and (e) AttractingSuperintendent's carrying out statutory, developing and retaining HLSS employees who are critical to manage and grow the businessmanagerial, administrative or supervisory responsibilities. 4.3 In addition to F. The Superintendent is assured that Committee and the specific Union’ rules, regulations, or policies, are not in conflict with this Agreement and state law. Where such conflict exists, this Agreement or state law shall supersede such policy. G. The Committee and the Union shall not, without the Superintendent's written consent, adopt any policy, by-law or regulation which impairs or reduces the duties set out and authority specified above; and provided, further, that all additional duties and responsibilities prescribed by the Employee shall at all times use his best endeavours to promote Committee and the interests of HLSS and shall be expected to do all such work as would customarily Xxxxx Xxxxxx be Union are consistent with those normally associated with the position of Senior Vice President Superintendents of School in the Commonwealth of Massachusetts. This provision shall continue in full force and Chief Financial Officer, including all such work as may be reasonably allocated or assigned to him by HLSSeffect during any period of suspension. 4.4 H. The Employee's dutiesposition of Superintendent requires full time service over twelve (12) months of the year, responsibilities less weekends, vacations and job title may be changed holidays. Attendance at any time at night meetings and night events are common features of the Company's absolute and sole discretion by notice given in writing, subject to immigration approvalwork. 4.5 I. The Employee Superintendent shall devote substantially convene an annual retreat with members of the whole of his time, attention Committee and abilities during his hours of work the Union to review progress and at such other times as may be necessary to set goals for the proper performance of his duties under this Agreement. During the term of this Agreement, the Employee agrees that he (i) will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and (ii) shall not have any direct or indirect interest in any other business or organisation if that business or organisation competes or might reasonable be considered by HLSS to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSSupcoming school year. 4.6 The Employee expressly confirms that he is not bound to any other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreement.

Responsibilities and Duties. 4.1 The Employee will be employed as Senior Vice President and Chief Financial Officer for HLSS and shall report to (a) During the President and Chief Executive Officer. 4.2 The general responsibilities and duties course of the Employee will be as followsEmployment, the Executive: (ai) Ensuring that will carry out the financial statements of HLSS are prepared duties appropriate to his appointment as Chief Executive Officer and in accordance with Generally Accepted Accounting Principles; (b) Establishing and maintaining an effective system of internal accounting controls; (c) Ensuring that HLSS maintains access to the debt and equity capital markets to provide sufficient funding for its operations and growth at the lowest possible cost; (d) Developing appropriate tax strategies and monitoring compliance with all applicable laws and regulations; and (e) Attracting, developing and retaining HLSS employees who are critical to manage and grow the business. 4.3 In addition to the specific duties set out above, the Employee shall at all times so doing he must use his best endeavours to promote further the interests prosperity and enhance the reputation of HLSS the Company and shall the 30DC Group and must comply with all lawful orders and instructions given to him by the Board; (ii) must not, without the prior written consent of the Board, directly or indirectly be expected to do all such work as would customarily Xxxxx Xxxxxx be associated engaged or interested in any other business activity competing with that of the 30DC Group but this will not preclude the Executive from holding or acquiring not more than 5% of the shares or securities of any corporation officially listed on any recognised stock exchange or holding or acquiring any real property by way of passive personal investment which holding or acquisition is not inconsistent with the position intent of Senior Vice President the foregoing provisions of this clause; and (iii) may, with the prior written consent of the Board, accept appointments as a director of other corporations and Chief Financial Officer, including all to the boards of committees and charities and devote such work time as may be reasonably allocated or assigned necessary to him by HLSSthese activities on such terms as the Board may agree. 4.4 The Employee's duties(b) Unless absent on leave as provided under this Agreement or through illness or injury, responsibilities and job title may be changed at any time at during the Company's absolute and sole discretion by notice given in writing, subject to immigration approval. 4.5 The Employee shall course of the Employment the Executive must devote substantially the whole of his time, time and attention and abilities during his normal working hours of work and at such other times as may be reasonably necessary to the proper performance of his duties under this Agreement. During and responsibilities and to the term business of this Agreement, the Employee agrees that he 30DC Group. (c) The Executive acknowledges that: (i) will not perform any activities or services, or accept such other employment the Employment Cost includes a provision for the Reasonable Additional Hours which would the Executive may be inconsistent with this Agreement, the employment relationship between the Parties, or would in any way interfere with, or present a conflict of interest concerning, the Employee’s employment with HLSS without HLSS's written consent and required to work; and (ii) shall he has no further entitlement to pay or time off in lieu for all such Reasonable Additional Hours worked by him. EXECUTIVE SERVICES AGREEMENT HWL EBSWORTH -------------------------------------------------------------------------------- (d) The Executive must undertake such travel during the course of the Employment as the Company may reasonably require from time to time. (e) In addition to the above provisions the Executive must: (i) carry out all lawful and reasonable instructions given to the Executive by the Board in relation to the Employment; (ii) serve the Company and the 30DC Group faithfully, efficiently and diligently and exercise all due care and skill in the performance of the Executive's duties; (iii) refrain from acting or giving the appearance of acting contrary to the interests of the Company and the 30DC Group; (iv) not have solicit or attempt to persuade any direct or indirect interest in clients of the Company and the 30DC Group to use the services of any other business or organisation if that business or organisation competes or might reasonable be considered business; (v) keep confidential all raw data and trade secrets the Executive acquires during the Employment with the Company and the 30DC Group, including techniques, product information, client lists and any other information which is confidential to the Company and the 30DC Group; and (vi) carry out any other duties reasonably required by HLSS the Company and the 30DC Group to compete with HLSS or if this impairs or might reasonably be considered to impair the Employee’s ability to act in the best interest of HLSSthe Executive's skills and abilities. 4.6 The Employee expressly confirms that he is not bound (f) Where appropriate, the Executive may be required to any undertake training as arranged by the Company and the 30DC Group for the acquisition of a broader range of skills and competence and the better performance of the Executive's duties. (g) Each of the Company and the Executive will act towards each other company, firm or entity by a non-competition or any other such clause which would prevent him from signing the present Agreementwith respect to this Agreement and all matters incidental to it in good faith.