Common use of Retention and Duties Clause in Contracts

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, and shall have the powers, authorities and duties customarily vested in such office in the Company’s industry. (c) During the Period of Employment, Executive shall (i) devote substantially all of his business time, energy and skill to the performance of his duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) remain employed with the Company on a full-time basis. Executive agrees to perform his duties and responsibilities within, and subject to, the work hours, attendance and general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information relating to any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive OfficerPresident, E-Commerce of the Company and shall have the powers, authorities and duties customarily vested in such office in the industry of the Company, as reasonably determined by the board of directors of the Company (the “Board”) from time to time. Executive shall report directly to the Chief Executive Officer of the Company during the Period of Employment. This position will be based in New York, New York and Executive may be required to travel in fulfillment of Executive’s industryduties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his Executive’s abilities, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from participating in such charitable, civic, educational, professional, community or industry affairs as disclosed to and approved in writing by the Board so long as such activities do not, either individually or in the aggregate, interfere or conflict with the Company on Executive’s duties hereunder or result in a full-time basisbreach of any restrictive covenant obligation of Executive. Executive agrees to use best efforts to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages agrees to engage and employs employ Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as President and Chief Executive Officer, Officer of the Company and shall have the powers, authorities and duties customarily vested in such office in the Companyindustry of the Company and as reasonably determined by the board of directors of the Company (the “Board”) from time to time. Executive shall report directly to the Board during the Period of Employment. This position will be based in Emeryville, California and Executive may be required to travel in fulfillment of Executive’s industryduties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilitiesmanner, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from continuing to participate in such charitable, civic, educational, professional, community or industry affairs or being a member of the board of directors of other public or private companies, as disclosed to and approved in writing by the Board, so long as such activities do not, either individually or in the aggregate, materially interfere or conflict with the Company on Executive’s duties hereunder or result in a full-time basisbreach of any restrictive covenant obligation of Executive. Executive agrees to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, President of the Company and shall have the powers, authorities and duties customarily vested in such office in the Companyindustry of the Company and as reasonably determined by the board of directors of the Company (the “Board”) from time to time. Executive’s industrypowers, authorities and duties shall be reviewed on a regular basis and are subject to amendment by the Board. Such review shall occur on an annual basis at minimum. Executive shall report the Chief Executive Officer during the Period of Employment. This position will be based in Mesa, AZ and Executive may be required to travel in fulfillment of Executive’s duties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his Executive’s abilities, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from continuing to participate in such charitable, civic, educational, professional, community or industry affairs as disclosed to and approved in writing by the Board so long as such activities do not, either individually or in the aggregate, interfere or conflict with the Company on a full-time basisExecutive’s duties hereunder. Executive agrees to use best efforts to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages agrees to engage and employs employ Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, Financial Officer of the Company and shall have the powers, authorities and duties customarily vested in such office in the Companyindustry of the Company and as reasonably determined by the board of directors of the Company (the “Board”) from time to time. Executive shall report directly to the Chief Executive Officer of the Company during the Period of Employment. This position will be based in Emeryville, California and Executive may be required to travel in fulfillment of Executive’s industryduties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilitiesmanner, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from continuing to participate in such charitable, civic, educational, professional, community or industry affairs or being a member of the board of directors of other public or private companies, as disclosed to and approved in writing by the Board, so long as such activities do not, either individually or in the aggregate, materially interfere or conflict with the Company on Executive’s duties hereunder or result in a full-time basisbreach of any restrictive covenant obligation of Executive. Executive agrees to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, Officer of the Company and shall have the powers, authorities and duties customarily vested in such office in the industry of the Company, as reasonably determined the board of directors of the Company (the “Board”) from time to time. Executive shall report directly to the Board during the Period of Employment. Executive shall be appointed to serve on the Board during the Period of Employment. This position will be based in New York, New York and Executive may be required to travel in fulfillment of Executive’s industryduties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his Executive’s abilities, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from participating in such charitable, civic, educational, professional, community or industry affairs as disclosed to and approved in writing by the Board so long as such activities do not, either individually or in the aggregate, interfere or conflict with the Company on Executive’s duties hereunder or result in a full-time basisbreach of any restrictive covenant obligation of Executive. Executive agrees to use best efforts to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment Term (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of EmploymentTerm, Executive shall serve as the Chief Executive OfficerOperating Officer of the Company and President, buybuyBABY, and shall have such duties and responsibilities that are consistent with such positions. Executive shall report directly to the powersCompany’s Chief Executive Officer (“CEO”). In addition, the CEO may from time to time, in his or her sole discretion, assign to the Executive such other duties, authorities and duties customarily vested in such office in responsibilities that are not inconsistent with the Executive’s position as the Chief Operating Officer of the Company and President, buybuyBABY, including without limitation, service as an officer and/or on the boards of directors and committees of one or more of the Company’s industrysubsidiaries, in each case, without additional compensation. For the avoidance of doubt, and notwithstanding anything herein to the contrary, prior to the date on which the Company makes a public announcement regarding Executive’s appointment as the Chief Operating Officer of the Company and President, buybuyBABY, Executive agrees and acknowledges that he shall treat the existence and terms of this Agreement and his pending employment with the Company as confidential and shall not disclose or discuss this Agreement with anyone, other than with his spouse and his legal and/or financial advisors for purposes of seeking professional advice therefrom. (c) During Executive shall be located and perform his principal duties hereunder at the Period of EmploymentCompany’s principal headquarters located in Union, New Jersey. Executive acknowledges and agrees that he will be expected to establish a residence in the New York metropolitan area as soon as reasonably practicable following the Start Date, but in no event later than September 1, 2021. Notwithstanding the foregoing, Executive shall (i) devote substantially all agrees and acknowledges that significant travel may be part of his business time, energy and skill to the performance of his duties services hereunder. (d) During the Term, Executive shall devote his entire working time, attention, and energies to the Company and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Company’s Board of Directors (the “Board”); provided, however, that the foregoing is not intended to restrict Executive’s ability to (i) serve on the boards of civic or charitable organizations, or (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) remain employed serve on any other board with the prior written consent of the Board or a duly authorized committee thereof (subject in any event to compliance with the Company’s Corporate Governance Guidelines); provided, that the foregoing activities are not competitive with the business of the Company and do not interfere or conflict with Executive’s duties and obligations on behalf of the Company or create a full-time basispotential business or fiduciary conflict of interest. Executive agrees to use his best efforts to perform his duties and responsibilities within, and subject toagrees to abide by, the work hours, attendance and Company’s written general employment policies and practices, practices and such other reasonable policies, practices and restrictions as the Company shall from time to time establish and maintain for its similarly situated executives, and shall at all times carry out such policiesincluding, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default underwithout limitation, the terms Company’s Corporate Governance Guidelines and Policy of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information relating to any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceEthical Standards for Business Conduct.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, Operating Officer of the Company and shall have the powers, authorities and duties customarily vested in such office in the Companyindustry of the Company and as reasonably determined board of directors of the Company (the “Board”) from time to time. Executive shall report directly to the Chief Executive Officer of the Company during the Period of Employment. This position will be based in Emeryville, California and Executive may be required to travel in fulfillment of Executive’s industryduties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his business time, energy and skill to the performance of his duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) remain employed with the Company on a full-time basis. Executive agrees to perform his duties and responsibilities within, and subject to, the work hours, attendance and general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, Financial Officer of the Company and shall have the powers, authorities and duties customarily vested in such office in the Company’s industryindustry of the Company and as reasonably determined board of directors of the Company (the "Board") from time to time. Executive shall report directly to the Chief Executive Officer of the Company during the Period of Employment. This position will be based in Emeryville, California and Executive may be required to travel in fulfillment of Executive's duties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his business time, energy and skill to the performance of his duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) remain employed with the Company on a full-time basis. Executive agrees to perform his duties and responsibilities within, and subject to, the work hours, attendance and general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive's duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive's duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive's duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive's duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive's duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, Financial Officer and Treasurer of the Company and shall have the powers, authorities and duties customarily vested in such office in the industry of the Company, as reasonably determined by the board of directors of the Company (the “Board”) from time to time. Executive shall report directly to the Chief Executive Officer of the Company during the Period of Employment. This position will be based in New York, New York and Executive may be required to travel in fulfillment of Executive’s industryduties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his Executive’s abilities, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from participating in such charitable, civic, educational, professional, community or industry affairs as disclosed to and approved in writing by the Board so long as such activities do not, either individually or in the aggregate, interfere or conflict with the Company on Executive’s duties hereunder or result in a full-time basisbreach of any restrictive covenant obligation of Executive. Executive agrees to use best efforts to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment Term (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of EmploymentTerm, Executive shall serve as the Chief Brand Officer of the Company and President, Decorist and shall perform such duties, responsibilities, and have those authorities consistent with such position and as may from time to time be assigned to Executive by the Company’s Chief Executive OfficerOfficer (“CEO”) or the CEO’s designee. As Chief Brand Officer of the Company and President, and Decorist, Executive shall have report directly to the powersCEO. In addition, the CEO may from time to time, in his or her sole discretion, assign to the Executive such other duties, authorities and duties customarily vested in such office in responsibilities that are not inconsistent with the Executive’s position as Chief Brand Officer of the Company and President, Decorist, including without limitation, service as an officer and/or on the boards of directors and committees of one or more of the Company’s industrysubsidiaries, in each case, without additional compensation. (c) Executive shall be located and perform her principal duties hereunder at the Company’s principal headquarters located in Union, New Jersey. Executive acknowledges and agrees that she will be expected to relocate to the New York metropolitan area as soon as reasonably practicable following the Start Date, but in no event later than six (6) months following the Start Date (subject to Exhibit A hereof). Notwithstanding the foregoing, Executive agrees and acknowledges that significant travel may be part of the performance of her services hereunder. (d) During the Period of EmploymentTerm, Executive shall (i) devote substantially all of his business her entire working time, energy attention, and skill energies to the performance Company and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of his duties for the Company’s Board of Directors (the “Board”). While Executive serves as Chief Brand Officer of the Company and President, (ii) perform such duties in a faithfulDecorist, effective and efficient manner the foregoing is not intended to restrict Executive’s ability to serve on the best boards of his abilitiescivic or charitable organizations; provided, and (iii) remain employed that the foregoing activities are not competitive with the business of the Company and do not interfere or conflict with Executive’s duties and obligations on behalf of the Company or create a full-time basispotential business or fiduciary conflict of interest. Executive agrees to use best efforts to perform his her duties and responsibilities within, and subject toagrees to abide by, the work hours, attendance and Company’s written general employment policies and practices, practices and such other reasonable policies, practices and restrictions as the Company shall from time to time establish and maintain for its similarly situated executives, including, without limitation, the Company’s Corporate Governance Guidelines and shall at all times carry out such policies, practices and restrictionsPolicy of Ethical Standards for Business Conduct. (de) Executive hereby represents For the avoidance of doubt, and notwithstanding anything herein to the contrary, prior to the date on which the Company that: (i) makes a public announcement regarding Executive’s appointment as Chief Brand Officer and President, Decorist, Executive agrees and acknowledges that she shall treat the execution existence and delivery terms of this Agreement and her pending employment with the performance by Executive of his duties hereunder do not Company as confidential and shall not constitute a breach of, conflict with, disclose or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information relating to any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into discuss this Agreement or carrying out his duties hereunderwith anyone, or would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which would prevent Executive under the terms her immediate family and her legal and/or financial advisors for purposes of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceseeking professional advice therefrom.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, Officer of the Company and shall have the powers, authorities and duties customarily vested in such office in the Companyindustry of the Company and as reasonably determined by the board of directors of the Company (the “Board”) from time to time. Executive’s industrypowers, authorities and duties shall be reviewed on a regular basis and are subject to amendment by the Board. Such review shall occur on an annual basis at minimum. Executive shall report directly to the Board during the Period of Employment. This position will be based in Mesa, AZ and Executive may be required to travel in fulfillment of Executive’s duties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his Executive’s abilities, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from continuing to participate in such charitable, civic, educational, professional, community or industry affairs as disclosed to and approved in writing by the Board so long as such activities do not, either individually or in the aggregate, interfere or conflict with the Company on a full-time basisExecutive’s duties hereunder. Executive agrees to use best efforts to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment Term (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of EmploymentTerm, Executive shall serve as Executive Vice President and Chief Executive OfficerFinancial Officer of the Company, and shall have perform such duties consistent with such position and as may from time to time be assigned to Executive by the powersCompany’s Chief Executive Officer (“CEO”) or the CEO’s designee. As Executive Vice President and Chief Financial Officer of the Company, Executive shall report to the CEO or the CEO’s designee. In addition, the CEO may from time to time, in his or her sole discretion, assign to the Executive such other reasonable duties, authorities and duties customarily vested in such office in responsibilities that are not inconsistent with the Executive’s position as Executive Vice President and Chief Financial Officer of the Company, including without limitation, service as an officer and/or on the boards of directors and committees of one or more of the Company’s industrysubsidiaries, in each case, without additional compensation. (c) During Executive shall be located and perform his principal duties hereunder at the Period of EmploymentCompany’s principal headquarters located in Union, New Jersey. Executive agrees and acknowledges that he will be expected to relocate to the New York metropolitan area as soon as reasonably practicable following the Start Date, but in no event later than six (6) months following the Start Date. Notwithstanding the foregoing, Executive shall (i) devote substantially all agrees and acknowledges that significant travel may be part of his business time, energy and skill to the performance of his duties services hereunder. (d) During the Term, Executive shall devote his entire working time, attention, and energies to the Company and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Company’s Board of Directors (the “Board”). While Executive serves as Executive Vice President and Chief Financial Officer of the Company, (ii) perform such duties in a faithfulthe foregoing is not intended to restrict Executive’s ability to serve on the boards of civic or charitable organizations; provided, effective and efficient manner to that the best of his abilities, and (iii) remain employed foregoing activities are not competitive with the business of the Company and do not interfere or conflict with Executive’s duties and obligations on behalf of the Company or create a full-time basispotential business or fiduciary conflict of interest. Executive agrees to use best efforts to perform his duties and responsibilities within, and subject toagrees to abide by, the work hours, attendance and Company’s written general employment policies and practices, practices and such other reasonable policies, practices and restrictions as the Company shall from time to time establish and maintain for its similarly situated executives, including, without limitation, the Company’s Corporate Governance Guidelines and shall at all times carry out such policies, practices and restrictionsPolicy of Ethical Standards for Business Conduct. (de) For purposes of this Agreement, the “Start Date” shall be a date selected by the Company after the date of this Agreement but in no event later than May 4, 2020. The Company shall provide Executive hereby represents with no less than ten (10) calendar days’ advance written notice of the Start Date. For the avoidance of doubt, and notwithstanding anything herein to the contrary, prior to the date on which the Company that: (i) makes a public announcement regarding Executive’s appointment as Executive Vice President and Chief Financial Officer, Executive agrees and acknowledges that he shall treat the execution existence and delivery terms of this Agreement and his pending employment with the performance by Executive of his duties hereunder do not Company as confidential and shall not constitute a breach of, conflict with, disclose or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information relating to any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into discuss this Agreement or carrying out his duties hereunderwith anyone, or would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which would prevent Executive under the terms his spouse and his legal and/or financial advisors for purposes of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceseeking professional advice therefrom.

Retention and Duties. (a) The Company hereby engages and employs Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, Financial Officer of the Company and shall have the powers, authorities and duties customarily vested in such office in the Companyindustry of the Company and as reasonably determined by the board of directors of the Company (the “Board”) from time to time. Executive’s industrypowers, authorities and duties shall be reviewed on a regular basis and are subject to amendment by the Board. Such review shall occur on an annual basis at minimum. Executive shall report the Chief Executive Officer during the Period of Employment. This position will be based in Mesa, AZ and Executive may be required to travel in fulfillment of Executive’s duties and responsibilities hereunder. (c) During the Period of Employment, Executive shall (i) devote substantially all of his Executive’s business time, energy and skill to the performance of his Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his Executive’s abilities, and (iii) remain employed hold no other employment; provided that the foregoing shall not prevent Executive from continuing to participate in such charitable, civic, educational, professional, community or industry affairs as disclosed to and approved in writing by the Board so long as such activities do not, either individually or in the aggregate, interfere or conflict with the Company on a full-time basisExecutive’s duties hereunder. Executive agrees to use best efforts to perform his Executive’s duties and responsibilities within, within and subject to, to the work hours, attendance and Company’s general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his Executive’s duties hereunder, or would give rise to a violation of such other agreement or arrangementarrangement by virtue of Executive entering into this Agreement and carrying out Executive’s duties hereunder; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such relianceherein.