Common use of Services and Duties Clause in Contracts

Services and Duties. Executive shall serve as Chief Executive Officer of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers of the Company (the “Board”). While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. From and after the Effective Date, Executive shall serve as Chief be employed by the Company in the capacity of its Senior Managing Director. Executive Officer shall be a full-time employee of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such positionadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. In all casesThe “Governing Body” means AGM Management, Executive shall be subject to LLC for so long as it is designated as the supervision and authority of, and shall report to, the Board of Managers principal governing body of the Company (the “Board”). While employed by the Company, Executive agrees to devote all of his working time and efforts pursuant to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Shareholders Agreement and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to in each case the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service role does not unreasonably interfere, individually or in the aggregate, give rise to any conflicts of interest with Executive’s performance of his obligations to the Company or its Affiliates and does not involve a Competing Business (Bdefined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from in each case the role does not give rise to any conflicts of interest with the Company (which such approval shall not be unreasonably withheld), from participating or serving on its Affiliates or involve a Competing Business and so long as the board of directors role is at a company that is an investment made by the Executive or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance member of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause Group (as defined below))) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. Subject to Section 3 hereof, from and after the Effective Date, Executive shall, pursuant to the terms of this Agreement, be employed by the Employer in the Position and shall serve as report directly to the Chief Executive Officer of the Company (the “CEO”). During the Term (as defined in Section 3), Executive shall be a full-time employee of the Employer and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate all of an individual holding such position in a company similarly situated Executive’s working time to the Company and shall render services have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall perform such duties consistent with such position. In all caseshis executive position hereunder as are required by the Company from time to time, Executive shall be subject to including serving in the supervision and authority ofPosition, and shall report tosuch other duties that are normally associated with Executive’s position, the Board of Managers of the Company (the “Board”). While employed together with such additional duties, commensurate with Executive’s position, as may be assigned to Executive from time to time by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeCEO. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive that do not give rise to any conflicts of interest with the Company or its Affiliates (as defined below) or (iii) subject to prior approval of the CEO, accepting directorships unrelated to Xxxxxxx X. Xx 1 Employment Agreement (Effective 1/1/16) the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as Executive delivers advance written notice to the Companyinterests in (i), from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does (ii) and (iii) above do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to duties hereunder, including the Company restrictive covenants set forth in Section 7 hereof, or (B) so long as in any other agreement between Executive obtains advance written approval from and the Company (which such approval shall not be unreasonably withheldthe “Restrictive Covenants”), from participating or serving . The Company acknowledges and approves the current activities of Executive as set forth on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))1 hereto.

Services and Duties. Subject to Section 3 hereof, from and after the Effective Date, Executive shall, pursuant to the terms of this Agreement, be employed by the Employer as the Executive Vice President, Direct Auto Lending Operations of the Company and shall serve as report directly to the Chief Executive Officer of the Company (the “CEO”). During the Term (as defined in Section 3), Executive shall be a full-time employee of the Employer and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate all of an individual holding such position in a company similarly situated Executive’s working time to the Company and shall render services have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall perform such duties consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers of his executive position hereunder as are required by the Company (from time to time, including serving as the “Board”). While employed by Executive Vice President, Direct Auto Lending Operations of the Company, and such other duties that are normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s position, as may be assigned to Executive agrees from time to devote all of his working time and efforts to by the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeCEO. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive that do not give rise to any conflicts of interest with the Company or its “Affiliates” (as defined below) or (iii) subject to prior approval of the CEO, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as Executive delivers advance written notice to the Companyinterests in (i), from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does (ii) and (iii) above do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to duties hereunder, including the Company restrictive covenants set forth in Section 7 hereof, or (B) so long as in any other agreement between Executive obtains advance written approval from and the Company (which such approval shall not be unreasonably withheldthe “Restrictive Covenants”), from participating or serving . The Rxxxxx Xxxxxxxx 1 Employment Agreement Company acknowledges and approves the current activities of Executive as set forth on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))1 hereto.

Services and Duties. Executive shall serve as Chief Executive Financial Officer of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, to the Board of Managers President & CEO of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. Executive shall serve as Chief Executive Officer Vice President—Corporate Development of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, to the Board of Managers President & CEO of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. Executive shall serve as Executive Vice President—Chief Executive Operating Officer of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, to the Board of Managers President & CEO of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve as Chief Executive Officer shall, pursuant to the terms of this Agreement, be employed by the Company and in such position shall have as the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of_____________, and shall report to, directly to the Board of Managers of the Company Directors (the “Board”) of Greenwich Kahala Aviation Ltd, a Bermuda exempted company (or any successor thereto) (“GKA”). While employed by The principal location of Executive’s employment with the Company shall be at a Company office in Jupiter, FL although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Term (as defined in Section 2), Executive shall be a full-time employee of the Company, Executive agrees to devote shall dedicate substantially all of his Executive’s working time and efforts to the Company, and shall have no other employment or other business ventures which interfere with Executive’s duties under this Agreement. Executive shall (a) have all authorities, duties and affairs responsibilities customarily exercised by an individual serving as chief investment officer of a company the size and nature of the Company Company; (b) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and its subsidiariesresponsibilities; and (c) have such additional duties and responsibilities, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance consistent with the Company’s policies in effect at such timeforegoing, as the Board may from time to time assign to him. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment and trading activities for Executive and Executive’s family that do not give rise to any conflicts of interest with the Company or its Affiliates, (iii) accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, or (iv) engaging in the activities on behalf of First Greenwich Kahala, Ltd. described in the section of the Form F-1 Registration Statement of GKA entitled “Conflicts of interest” at page xv, in the case of the foregoing clauses (i), (ii), (iii), and (iv), so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does interests do not unreasonably materially interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))hereunder.

Services and Duties. Executive shall continue to serve as Senior Vice President and Chief Executive Commercial Officer of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers Chief Executive Officer of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. Subject to Section 3 hereof, from and after the Effective Date, Executive shall serve shall, pursuant to the terms of this Agreement, be employed by the Employer as Chief Executive Officer the President and CEO of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, directly to the Board of Managers Directors of the Company Springleaf (the “Board”). While employed During the Term (as defined in Section 3), Executive shall be a full-time employee of the Employer and shall serve as a member of the Board and shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall perform such duties consistent with his executive position hereunder as are required by the Company from time to time, including serving as the President and CEO of the Company, and such other duties that are normally associated with Executive’s positions, together with such additional duties, commensurate with Executive’s positions, as may be assigned to Executive agrees from time to devote all of his working time and efforts to by the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive and Executive’s family that do not give rise to any conflicts of interest with the Company or its Affiliates (as defined below) or (iii) subject to prior approval of the Chairman of the Board, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as Executive delivers advance written notice to the Companyinterests in (i), from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does (ii) and (iii) above do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to duties hereunder, including the Company restrictive covenants set forth in Section 7 hereof, or (B) so long as in any other agreement between Executive obtains advance written approval from and the Company (which such approval shall not be unreasonably withheldthe “Restrictive Covenants”), from participating or serving . The Company acknowledges and approves the current activities of Executive as set forth on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))1 hereto.

Services and Duties. From and after the Effective Date, Executive shall serve as be employed by the Company in the capacity of its Chairman and Chief Executive Officer Officer. Executive shall be a full-time employee of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such positionadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. In all casesThe “Governing Body” means AGM Management, Executive shall be subject to LLC for so long as it is designated as the supervision and authority of, and shall report to, the Board of Managers principal governing body of the Company (the “Board”). While employed by the Company, Executive agrees to devote all of his working time and efforts pursuant to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Shareholders Agreement and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to in each case the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service role does not unreasonably interfere, individually or in the aggregate, give rise to any conflicts of interest with Executive’s performance of his obligations to the Company or its Affiliates and does not involve a Competing Business (Bdefined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from in each case the role does not give rise to any conflicts of interest with the Company (which such approval shall not be unreasonably withheld), from participating or serving on its Affiliates or involve a Competing Business and so long as the board of directors role is at a company that is an investment made by the Executive or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance member of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause Group (as defined below))) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group.

Services and Duties. Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve as Chief Executive Officer shall, pursuant to the terms of this Agreement, continue to be employed by the Company and in such position shall have as the duties, responsibilities and authority commensurate [Title]. The principal location of Executive’s employment with the status of an individual holding such position Company shall be at the Company’s headquarters in a company similarly situated Stamford, Connecticut, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Company and shall render services consistent with such position. In all casesTerm (as defined in Section 2), Executive shall be subject to the supervision and authority of, and shall report to, the Board a full-time employee of Managers of the Company (the “Board”). While employed by the Company, Executive agrees to devote shall dedicate substantially all of his Executive’s working time and efforts to the Company, shall report directly to the company’s chief executive officer and shall have no other employment or other business and affairs of ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall (a) have such authorities, duties and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with responsibilities as the Company’s policies in effect at such timechief executive officer (or delegee) may from time to time assign to him and reasonably consistent with those customarily performed by a [title] of a company having a similar size and nature of the Company. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive and Executive’s family that do not give rise to any conflicts of interest with the Company or its Affiliates, or (iii) with the prior approval of the Company’s chief executive officer (or delegee), accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, in the case of the foregoing clauses (i), (ii) and (iii), so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does interests do not unreasonably materially interfere, individually or in the aggregate, with the performance of Executive’s performance duties hereunder. The Company acknowledges and approves the current activities, if any, of his obligations to the Company or (B) so long Executive as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving set forth on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))1 hereto.

Services and Duties. Executive shall continue to serve as Senior Vice President and Chief Executive Operations Officer of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers Chief Executive Officer of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. From and after the Effective Date, Executive shall serve as Chief be employed by the Company in the capacity of its Senior Managing Director. Executive Officer shall be a full-time employee of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such positionadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. In all casesThe “Governing Body” means AGM Management, Executive shall be subject to LLC for so long as it is designated as the supervision and authority of, and shall report to, the Board of Managers principal governing body of the Company (the “Board”). While employed by the Company, Executive agrees to devote all of his working time and efforts pursuant to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Shareholders Agreement and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive delivers advance written notice to in each case the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service role does not unreasonably interfere, individually or in the aggregate, give rise to any conflicts of interest with Executive’s performance of his obligations to the Company or its Affiliates and does not involve a Competing Business (Bdefined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as Executive obtains advance written approval from in each case the role does not give rise to any conflicts of interest with the Company (which such approval shall not be unreasonably withheld), from participating or serving on its Affiliates or involve a Competing Business and so long as the board of directors role is at a company that is an investment made by the Executive or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance member of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause Group (as defined below))) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment in each case on behalf of the Apollo Operating Group. 2.

Services and Duties. The Company hereby employs Executive, and Executive hereby accepts employment by the Company in the capacity of its Executive Vice President, Secondary Marketing. Executive will report directly to the Company’s Executive Vice President and Chief Financial Officer or his delegate (the “Manager”). The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by the Fortress entity identified in the organizational documents of FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall serve as Chief Executive Officer be a full-time employee of the Company and in such position shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority commensurate with as are prescribed by the status of an individual holding such position in a company similarly situated Manager from time to the Company and shall render services consistent time, together with such position. In all cases, additional duties as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Board of Managers of the Company (the “Board”). While employed time by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeManager. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) so long as Executive delivers advance written notice engaging in personal investment activities for himself and his family that do not give rise to the Company, from participating in or serving on the board any conflict of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, interests with Executive’s performance of his obligations to the Company or its affiliates, (Bii) so long as Executive obtains advance written subject to prior approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and the Managing Member, acting as a director or in a similar role for an entity unrelated to the Company if such participation role does not reflect negatively on give rise to any conflict of interests with the Company. Schedule A hereto sets forth Company or its affiliates and (iii) engaging in charitable and civic activities, in each case provided that such board on which Executive serves as activities do not interfere with the performance of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))hereunder.

Services and Duties. Subject to Section 3 hereof, Executive shall serve shall, pursuant to the terms of this Agreement, be employed by the Employer as Chief Executive Officer Vice President of Springleaf from and after the Company Effective Date and in such position as the CFO from and after the Appointment Date, shall have the duties, responsibilities responsibilities, functions and authority commensurate that are normally associated with the status of an individual holding such position in a company similarly situated offices, and shall report directly to the Company and shall render services consistent with such positionChief Executive Officer of Springleaf (the “CEO”). In all casesDuring the Term (as defined in Section 3), Executive shall be subject a full-time employee of the Employer and shall dedicate all of Executive’s working time to the supervision and authority ofCompany, and shall report to, the Board of Managers of have no other employment or business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall perform such duties consistent with his executive positions hereunder as are required by the CEO from time to time, including (A) commencing on the “Board”Appointment Date, as the CFO, making any required certifications under the Xxxxxxxx-Xxxxx Act of 2002 and any applicable Securities and Exchange Commission rules and regulations (provided that such certifications are, in Executive’s good faith determination, true and accurate). While employed , and signing any management representation letters requested by the Company's independent auditor (provided that the information set forth in such letters are, in Executive’s good faith determination, true and accurate), and (B) such other duties that are normally associated with Executive’s position, together with such additional lawful duties, commensurate with Executive’s position, as may be assigned to Executive agrees from time to devote all of his working time and efforts to by the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeCEO. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic, religious, or political activities, (ii) engaging in personal and family investment activities that do not give rise to any conflicts of interest with the Company or (iii) subject to prior approval of the CEO, accepting directorships unrelated to the Company that do not give rise to any conflicts of interests with the Company, in each case so long as Executive delivers advance written notice to the Companyinterests in (i), from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does (ii) and (iii) above do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to duties hereunder, including the restrictive covenants set forth in Section 7 hereof (the “Restrictive Covenants”) or the restrictive covenants set forth in any other agreement between Executive and the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves is a party or any other ongoing obligation to which Executive is subject. The Employer and Springleaf acknowledge and approve the current activities of Executive as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Companyset forth on Schedule 1 hereto. Notwithstanding the foregoing foregoing, this Agreement shall terminate and shall have no force and effect in the event that Executive has not commenced employment hereunder on or anything else contained in this Agreementprior to November 15, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))2015.

Services and Duties. Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve as Chief Executive Officer shall, pursuant to the terms of this Agreement, be employed by the Company and in such position shall have as the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of______________, and shall report toto the President of the Company, Xxxx Xxxxxxx, unless otherwise determined by the Board of Managers of the Company Directors (the “Board”). While employed by ) of the Company, a Bermuda exempted company (or any successor thereto) (“GKA”). The principal location of Executive’s employment with the Company shall be at a Company office in Dublin, Ireland although Executive understands and agrees that Executive may be required to devote travel from time to time for business reasons. The central management and administration of day to day business will occur mainly in the Dublin head office. The Executive is Irish based and Irish resident. During the Term (as defined in Section 2), Executive shall be a full-time employee of the Company, shall dedicate substantially all of his Executive’s working time and efforts to the Company, and shall have no other employment or other business ventures which interfere with Executive’s duties under this Agreement. Executive shall (a) have all authorities, duties and affairs responsibilities customarily exercised by an individual serving as _____________ of a company the size and nature of the Company Company; (b) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and its subsidiariesresponsibilities; and (c) have such additional duties and responsibilities, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance consistent with the Company’s policies in effect at such timeforegoing, as the Board may from time to time assign to him. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment and trading activities for Executive and Executive’s family that do not give rise to any conflicts of interest with the Company or its Affiliates, (iii) accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, or (iv) engaging in the activities on behalf of First Greenwich Kahala, Ltd. described in the section of the Form F-1 Registration Statement of GKA entitled “Conflicts of interest” at page xv, in the case of the foregoing clauses (i), (ii), (iii), and (iv), so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does interests do not unreasonably materially interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))hereunder.

Services and Duties. Executive shall continue to serve as Chief Executive Officer Senior Vice President, Strategic Relations of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers Chief Executive Officer of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. Executive shall serve as Chief Executive Officer of From and after the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all casesEffective Date, Executive shall be employed by AREP in the capacity of its executive Chairman and by the Manager in the capacity of its Chairman and Chief Executive Officer; in such capacity Executive shall be a member and Chairman of the Manager’s Management Committee (the “MC”). In addition, Executive shall act as and perform the duties of the chief executive officer of each of the general partners of the Funds. The principal location of Executive’s employment with Employer shall be such present location at which Employer maintains its principal location, although Executive understands and agrees that Executive may also be required to travel from time to time for business reasons. Executive shall devote his substantial time and efforts to overseeing the strategic and business affairs of AREP and the asset management operations of the Manager, subject in each case to his ability to continue to engage in his current outside business activities and such other future outside business activities as are otherwise consistent with Section 7 of this Agreement and comparable in scope to the supervision outside business activities now conducted by Executive. Executive will perform such duties as are required by Employer from time to time and authority ofnormally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with Employer and shall report towith its Affiliates, as may be assigned to Executive from time to time by the Board of Managers Directors of American Property Investors, Inc., the Company general partner of AREP (the “Board”), or the MC consistent with the terms of this Agreement. While employed Executive shall follow and comply with all policies and procedures and compliance manuals adopted by the Company, Executive agrees to devote all or in respect of his working time and efforts to the business and affairs of the Company Employer and its subsidiariesAffiliates, subject as may be applicable to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeExecutive. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) subject to prior approval of the Board and the MC, accepting directorships unrelated to Employer that do not give rise to any conflict of interests with Employer or its Affiliates and (ii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfereoutside interests, individually or in the aggregate, do not materially interfere with the performance of Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))hereunder.

Services and Duties. Executive shall continue to serve as Chief Executive Officer Senior Vice President and General Counsel of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers Chief Executive Officer of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. The Company hereby continues to employ Executive, and Executive hereby accepts such continued employment by the Company, in the capacity of its Executive Vice President. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall serve as Chief Executive Officer be a full-time employee of the Company and in such position shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority commensurate with as are prescribed by the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers of the Company Company’s CEO or his delegate (the “BoardManager”). While employed ) from time to time, together with such additional duties as may be assigned to Executive from time to time by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeManager. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) so long subject to the prior written approval of the Company and the Managing Member, acting as Executive delivers advance a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; (ii) upon providing prior written notice to the CompanyCompany and the Managing Member, from participating (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that does not give rise to any conflict of interests with the Company or its affiliates or (B) serving on the a board of directors (or similar governing body body) of charitablea charitable or civic organization or enterprise; and (iii) except as provided in subsection (ii)(A) of this Section 1, religiousengaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; provided, social or educational organizations that in so far as each case such participation or service does not unreasonably interfereactivities do not, either individually or in the aggregate, interfere with Executive’s the performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))hereunder.

Services and Duties. Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve as Chief Executive Officer shall, pursuant to the terms of this Agreement, continue to be employed by the Company and in such position shall have as the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority ofCEO, and shall report to, directly to the Board of Managers of the Company Directors (the “Board”) of Aircastle Limited, a Bermuda exempted company (or any successor thereto) (“Aircastle”). While employed by The principal location of Executive’s employment with the Company shall be at the Company’s headquarters in Stamford, Connecticut, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Term (as defined in Section 2), Executive shall be a full-time employee of the Company, Executive agrees to devote shall dedicate substantially all of his Executive’s working time and efforts to the Company, and shall have no other employment or other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall (a) have all authorities, duties and affairs responsibilities customarily exercised by an individual serving as chief executive officer of a company the size and nature of the Company Company; (b) be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and its subsidiariesresponsibilities; and (c) have such additional duties and responsibilities, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance consistent with the Company’s policies in effect at such timeforegoing, as the Board may from time to time assign to him. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive and Executive’s family that do not give rise to any conflicts of interest with the Company or its Affiliates, or (iii) with the prior approval of the Chairman of the Board, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, in the case of the foregoing clauses (i), (ii) and (iii), so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does interests do not unreasonably materially interfere, individually or in the aggregate, with the performance of Executive’s performance duties hereunder. The Company acknowledges and approves the current activities of his obligations to the Company or (B) so long Executive as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving set forth on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))1 hereto.

Services and Duties. Executive shall continue to serve as President and Chief Executive Officer of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers Directors of the Company (the “Board”). While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. Executive shall continue to serve as Senior Vice President and Chief Executive Financial Officer of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, the Executive shall be subject to the supervision and authority of, and shall report to, the Board of Managers Chief Executive Officer of the Company (the “Board”)Company. While employed by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive (A) so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved of by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below)).

Services and Duties. Subject to Section 2 hereof, Executive shall serve shall, pursuant to the terms of this Agreement, be employed by the Company as the President and Chief Executive Officer (the "CEO"), and shall report directly to the Company's Board of Directors (the "Board"). The principal location of Executive's employment with the Company shall be the same as Executive's principal location of employment as of the Effective Date, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Term (as defined in Section 2 hereof), Executive shall be a full-time employee of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate all of an individual holding such position in a company similarly situated Executive's working time to the Company and shall render services consistent have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive's duties under this Agreement. Executive shall perform such duties as are normally associated with Executive's position, together with such additional duties, commensurate with Executive's position. In all cases, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Board of Managers of the Company (the “Board”). While employed time by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) so long as Executive delivers advance written notice participating in trade associations or industry organizations which are related to the Companybusiness of the Company or engaging in activities for charitable, from participating civic or political organizations (including serving as a member of the board of such organization), (ii) engaging in personal investment activities for Executive and Executive's family that do not give rise to any conflicts of interest with the Company or its "Affiliates" (as defined below), or (iii) subject to the prior approval of the Chairman of the Board, which shall not be unreasonably withheld, serving on as a member of the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service any for-profit entity that does not unreasonably give rise to any conflict of interests with the Company or its Affiliates, in each case so long as the activities in (i), (ii), and (iii) above do not interfere, individually or in the aggregate, with Executive’s the performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his 's duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))hereunder.

Services and Duties. The Company hereby continues to employ Executive, and Executive hereby accepts such continued employment by the Company, in the capacity of its chief executive officer. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall serve as Chief Executive Officer be a full-time employee of the Company and in such position shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority as are prescribed by the Managing Member from time to time and normally associated with Executive’s position at a financial services firm, together with such additional duties, commensurate with the status of an individual holding such position in a company similarly situated Executive’s position, as may be assigned to the Company and shall render services consistent with such position. In all cases, Executive shall be subject from time to the supervision and authority of, and shall report to, the Board of Managers of the Company (the “Board”). While employed time by the Company, Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeManaging Member. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) so long subject to the prior written approval of the Managing Member, acting as Executive delivers advance a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; (ii) upon providing prior written notice to the CompanyManaging Member, from participating (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that does not give rise to any conflict of interests with the Company or its affiliates or (B) serving on the a board of directors (or similar governing body body) of charitablea charitable or civic organization or enterprise; and (iii) except as provided in subsection (ii)(A) of this Section 1, religiousengaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; provided, social or educational organizations that in so far as each case such participation or service does not unreasonably interfereactivities do not, either individually or in the aggregate, interfere with Executive’s the performance of his obligations to the Company or (B) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))hereunder.

Services and Duties. Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve as Chief Executive Officer shall, pursuant to the terms of this Agreement, continue to be employed by the Company and in such position shall have serve as the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, [Executive shall be subject to the supervision and authority ofOfficer], and shall report to, directly to the Board . The principal location of Managers of Executive’s employment with the Company shall be at the Company’s headquarters in Stamford, Connecticut, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Term (the “Board”as defined in Section 2 hereof). While employed by , Executive shall continue to be a full-time employee of the Company, Executive agrees to devote shall dedicate substantially all of his Executive’s working time and efforts to the Company, and shall have no other employment or other business and affairs of ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall (a) have all authorities, duties and its subsidiariesresponsibilities customarily exercised by an individual serving as chief executive officer of a company the size and nature of Aircastle; (b) be assigned no duties or responsibilities that are materially inconsistent with, subject or that materially impair his ability to periods of vacation discharge, the foregoing duties and sick leave to which he is entitled pursuant to this Agreement responsibilities; and in accordance (c) have such additional duties and responsibilities, consistent with the Company’s policies in effect at such timeforegoing, as the Board may from time to time assign to him. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) so long as participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive delivers advance written notice and Executive’s family, or (iii) with the prior approval of the , accepting directorships unrelated to the Company, from participating in or serving on the board case of directors or similar governing body of charitablethe foregoing clauses (i), religious(ii) and (iii), social or educational organizations in so far long as such participation interests do not give rise to any conflicts of interest with the Company or service does not unreasonably its “Affiliates” (as defined in Section 5(f) hereof) or materially interfere, individually or in the aggregate, with the performance of Executive’s performance duties hereunder. The Company acknowledges and approves the current activities of his obligations to the Company or (B) so long Executive as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving set forth on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))1 hereto.

Services and Duties. Subject to Section 6 hereof, from and after the Closing Date of the Merger (which shall be the "Effective Date" of this Agreement), Executive shall serve as be employed by the Company in the capacity of Executive Vice President, or similar capacity; in such capacity Executive shall report directly to the Company's Co-Chief Executive Officer Officers. The principal location of Executive's employment with the Company shall be the same as the Executive's current principal location of employment with ARC, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate all of an individual holding such position in a company similarly situated Executive's working time to the Company and shall render services consistent have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive's position, together with such additional duties, commensurate with Executive's position. In all cases, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Board of Managers of the Company (the “Board”). While employed time by the Company, Co-Chief Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and in accordance with the Company’s policies in effect at such timeOfficers. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) engaging in personal investment activities for the Executive and the Executive's family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Company's Board of Directors (the "Board"), accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Executive's duties hereunder. The Company or (B) so long acknowledges and approves the current activities of Executive as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving set forth on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))1 hereto.

Services and Duties. Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve as Chief Executive Officer shall, pursuant to the terms of this Agreement, continue to be employed by the Company and in such position shall have as the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority ofCEO, and shall report to, directly to the Company’s Board of Managers of the Company Directors (the “Board”). While employed by The principal location of Executive’s employment with the CompanyCompany shall be the same as Executive’s principal location of employment as of the Effective Date, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Employment Term (as defined in Section 2(a)), Executive agrees to devote all of his working shall be a full-time and efforts to the business and affairs employee of the Company and its subsidiariesshall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. During the Consulting Term (as defined in Section 2(b)), subject Executive shall serve the Company as a Consultant (as defined in Section 2(b)) and shall provide such services to periods of vacation the Company on an exclusive basis. Executive shall perform such duties as are required by the Company from time to time and sick leave normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s position, as may be assigned to which he is entitled pursuant Executive from time to this Agreement and in accordance with time by the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (Ai) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities or (ii) subject to the prior approval of the Chairman of the Board, (1) engaging in personal investment activities for Executive and Executive’s family that do not give rise to any conflicts of interest with the Company or its Affiliates or (2) accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as Executive delivers advance written notice to the Company, from participating interests in or serving on the board of directors or similar governing body of charitable, religious, social or educational organizations in so far as such participation or service does (i) and (ii) above do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s performance duties hereunder. The Company acknowledges and approves the current activities of his obligations Executive as set forth on Schedule 1 hereto; provided, however, that the activities in which Executive participates pursuant to the Company or subsection (Bi) so long as Executive obtains advance written approval from the Company (which such approval shall not be unreasonably withheld), from participating or serving on the board of directors or similar governing body of a for-profit entity in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company, or (C) from participating or serving on the board of directors or similar governing body of one public company, in so far as such company is not a competitor of the Company and immediately preceding sentence do not require such participation does not reflect negatively on the Company. Schedule A hereto sets forth each such board on which Executive serves as of the Effective Date, which such participation has been approved by the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing acknowledgment or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time for any reason or no reason (and whether or not for Cause (as defined below))approval.