Common use of Services to be Rendered by Employee Clause in Contracts

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of Programming. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”). Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the Senior Vice President and General Counsel of Programmingthe Company or in such other position as is determined from time to time by the Company’s Chief Executive Officer (“Chief Executive Officer”), President (“President”), the Board of Directors (the “Board of Directors”) or their designee. Subject to the direction of the Chief Executive Officer or President, Board of Directors or their designee, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”)such parties. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or President, the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested specified from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or their designee. Subject to the Board. It foregoing, Employee’s specific responsibilities shall be within include overseeing and directing all aspects of legal affairs for the Company's discretion to reasonably . The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's ’s duties, title or responsibilities provided that such is consistent with those of a lead executive of programmingresponsibilities. Any change shall be binding on Employee for all purposes of this Agreement. Notwithstanding the foregoing, Employee shall be employed at and report into the Company’s offices in the New York City metropolitan area. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that Employee has received a copy of the Company’s Sexual Harassment Policies and Procedures, CODE OF ETHICS AND CODE OF CONDUCTCode of Ethics and Conflicts of Interest policy, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESand understands and has acknowledged such policies.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingSales. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s)Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”). Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programminga sales department. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingExecutive Vice President, Chief Revenue Officer. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or CEO of the Board of Directors (the “Board”)Company. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”) or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall report directly to the Chief Executive Officer and shall be based out of the Company’s New York City offices. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's ’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's ’s business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementtheir designee. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S ’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingOperations. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”). Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programmingoperations. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve be subject to the direction of the Board of Directors, or a duly authorized committee thereof and his duties shall be those generally vested in the office of Chief Technology Officer for the corporation and he shall have such other powers and duties as may be reasonably prescribed by the President Board of Programming. Employee Directors, or a duly authorized committee thereof, and shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested decided upon by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (Directors, or a duly authorized committee thereof, of the “Board”)Company, including but not limited to, speaking for and promoting the sale of the Company's product lines as public spokesman both in print and television ads. Employee shall devote all a sufficient amount of Employee's professional his productive time, energy and ability during the term of this Agreement to the proper and efficient conduct of the Company's businessbusiness during the term of this Agreement however the Employee shall be only required to devote part time and attention to the Company's business expected to range from approximately 15-30 hours per week unless otherwise agreed by the parties. Employee shall observe at all times faithfully, industriously, and comply with all to the best of his ability, experience and talent, perform the duties that may be reasonably required to the reasonable lawful directions and instructions by and on the part satisfaction of the co-Chief Executive OfficersBoard of Directors. As is the present case, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call work for other persons or entities in any capacity, including but not limited to an officer, director, employee or consultant, and conduct other business activities so long as such work or activities do not adversely and directly impact on Employee to perform services related his duties and obligations to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (Company as has been reasonably performed in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Boardpast. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee The Company acknowledges that Employee will have is an officer and owe fiduciary director of Norrxx Xxxmunications, Inc. and Patriot Scientific Corporation and has duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyaltythereto. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the Executive Vice President, Sales, Network Division of the Company or in such other position as is determined from time to time by the Company’s Chief Executive Officer (“Chief Executive Officer”), President (“President”), the Board of ProgrammingDirectors (the “Board of Directors”) or their designee. Subject to the direction of the Chief Executive Officer or President, Board of Directors or their designee, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”)such parties. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or President, the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's ’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 20 hereof) or dealing with their accounts or other activities related to the Company's ’s business, as reasonably requested specified from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or their designee. Subject to the Board. It foregoing, Employee’s specific responsibilities shall be within include overseeing and directing all aspects of sales for the Company's discretion to reasonably ’s network and syndicated programming division and radio advertising sales for the Company’s network division. The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's ’s duties, title or responsibilities provided that such is consistent with those of a lead executive of programmingresponsibilities. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that Employee has received a copy of the Company’s Sexual Harassment Policies and Procedures, CODE OF ETHICS AND CODE OF CONDUCTCode of Ethics and Conflicts of Interest policy, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESand understands and has acknowledged such policies.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as a Senior Vice President Television of the Company or in such other position as is determined from time to time by the Chief Executive Officer of the Company ("Chief Executive Officer") or the Board of Directors of the Company or the Company's parent company's Board of Directors (the "Board of Directors"). Subject to the direction of the Chief Executive Officer or President of Programming. the Company, the Board of Directors or their designee, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the President, the Board of Directors (the “Board”)Directors, or their designee. Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the President, the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or syndicated radio programming and/or commercial inventorytraffic, news, sports and weather reports, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Sponsors, Corporate Affiliates (as such terms are defined in Section 11 20 hereof) or customers or dealing with their accounts accounts, or the television or radio broadcast of traffic, news, sports and weather reports, or other activities related to the Company's business, as reasonably requested specified from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or their designee. Subject to the Board. It foregoing, Employee's specific responsibilities shall be within include hiring, training, managing and motivating the Company's discretion to reasonably employees. The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's duties, title or responsibilities provided that responsibilities; provided, however, such is consistent with those of a lead executive of programming. Any change position shall be binding on Employee for all purposes of this Agreementremain managerial in nature. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. Employee further acknowledges that any contracts or agreements, other than the Company's standard forms without any alterations, modifications or deletions, must be reviewed by the Company's Chief Executive Officer, President, or General Counsel, prior to submitting such contract or agreement to an employee, affiliate, sponsor or any other party for execution, discussion or any other reason. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that the Company does not allow personal trade, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESincluding but not limited to automobiles.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve be subject to the direction of the Board of Directors, or a duly authorized committee thereof and his duties shall be those generally vested in the office of President and Chief Executive Officer for the Company and he shall have such other powers and duties as may be reasonably prescribed by the President Board of Programming. Employee Directors, or a duly authorized committee thereof, and shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested decided upon by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors Directors, or a duly authorized committee thereof, of the Company, including but not limited to, speaking for and promoting the sale of the Company's services and products as public spokesman both in print, television ads and other media. The Company shall have the non-exclusive right to use Employee's name, picture or other likeness and biographical material concerning him, in connection with advertising, promotion and publicizing the Company and its activities, so long as this Agreement is in effect (the “Board”and for a reasonable period, not to exceed one year, thereafter to utilize expendable materials and supplies). Employee shall devote be allowed to review and approve all such uses prior to initial use or publication. The Company shall have the right to use non-expendable media thereafter at its discretion (e.g. historical media, media productions for consumers and businesses, etc.). Such use shall be fair and not misleading or unflattering and when practical indicate Employee is not affiliated with the Company. The Employee agrees that he will serve the Company faithfully, diligently, competently and to the best of Employee's professional his abilities, devoting all his business time, energy efforts, energy, skills and ability attention to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests activities of the Company and the promotion of its interests. Employee shall not at serve as an officer or director or similar capacity with any time during other entity except with the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business prior consent of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as Vice President- Marketing of the President Company or in such other position as is determined from time to time by the Board of ProgrammingDirectors of the Company or if the Company has a parent company, such parent company's Board of Directors (the "Board of Directors"). Subject to the direction of the Chief Executive Officer of the Company, the Board of Directors or its designee, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”)Directors, or their designee. Employee shall devote all of Employee's his professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or syndicated radio programming and/or commercial inventorytraffic, news, sports and weather reports, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Sponsors, Corporate Affiliates (as such terms are defined in Section 11 20 hereof) or customers or dealing with their accounts accounts, or the television or radio broadcast of traffic, news, sports and weather reports, or other activities related to the Company's business, as reasonably requested specified from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the Board of Directors or their designee. Subject to the Board. It foregoing, Employee's specific responsibilities shall be within include hiring, training, managing and motivating the Company's discretion to reasonably employees. The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programmingand responsibilities. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that the Company does not allow personal trade, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESincluding but not limited to automobiles.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingSenior Vice President, Sales. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Officer and Chief Financial Officer, Chief Administrative Revenue Officer or of the Board of Directors (the “Board”)Company. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or Revenue Officer, the Board of Directors (the “Board”) or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall report directly to the Chief Executive Officer and shall be based out of the Company’s New York City offices. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's ’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's ’s business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementtheir designee. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S ’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as Executive Vice President and Chief Financial Officer. Employee shall report directly to the President Chief Executive Officer and Chair of Programmingthe Audit Committee. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or and Chair of the Board of Directors (the “Board”)Audit Committee. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business; provided, however, that the foregoing shall not prevent Employee from engaging in the activities set forth on Appendix I attached this Agreement (the “Approved Activities”) in accordance with the terms and conditions set forth therein, so long as the Approved Activities do not, individually or in the aggregate, interfere or conflict with Employee’s performance of his duties hereunder. Employee hereby agrees that he shall promptly comply with the reasonable request made by any of the Chief Executive Officer, the Board of Directors (the “Board”), the Compensation Committee of the Board (the “Compensation Committee”), the Chair of the Audit Committee or any designee of any of the foregoing, which may be made at any time during the Employment Period upon reasonable written notice, to cease performing all or a portion of the Approved Activities to the extent that such requesting party reasonably determines that such Approved Activities or portion thereof interferes or conflicts with Employee’s performance of his duties hereunder. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall be based out of the Company’s Xxxxxx City office; provided, however, Employee shall spend a minimum of two (2) weeks per month at the Company’s New York City office. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's ’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's ’s business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementtheir designee. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. Without limiting the foregoing, effective as of the Effective Date Employee hereby represents, warrants and covenants to the Company that he (i) shall at all times during the Employment Period act in the best interests of the Company, (ii) shall at all times during the Employment Period act in the best interests of the Company’s shareholders viewed for this purpose as a single entity without regard to the interests, desires or wishes of any single shareholder, including without limitation, the interests, desires or wishes of Gores Radio Holdings, LLC (together with its affiliates, “Gores”), (iii) shall not, nor shall any of his immediate family members, at any time during the Employment Period act, directly or indirectly, as an agent or representative of, or otherwise perform services in any other capacity for, Gores, (iv) shall not, nor shall any of his immediate family members, at any time during the Employment Period make, directly or indirectly, any investments or contributions in the Funds (as such term is defined in Appendix II attached to this Agreement) that are not required of the other limited partners who previously elected to become participants in the Funds on the same terms and conditions set forth in such agreements that govern the applicable funds (as in effect immediately prior to the Effective Date) and (v) shall not, nor shall any of his immediate family members, at any time during the Employment Period receive or accept from Gores, or during the Employment Period enter into any agreement or promise (written or unwritten) to receive from Gores at any time following the Employment Period, in each case directly or indirectly, any compensation, remuneration, benefits, amounts or any other item of any value; provided, however, the foregoing shall not prohibit Employee from receiving or holding the amounts and rights set forth on Appendix II attached to this Agreement in accordance with the terms and conditions set forth therein. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S ’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as President, Network Division, and shall be based out of the President of ProgrammingCompany’s New York office. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors of the Company (the “Board”), the Chief Executive Officer, the President of the Company or any designee that is a member of the Board, any committee of the Board or any executive officer of the Company. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Board, the Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President of the Company or any designee that is a member of the Board, any committee of the Board or any executive officer of the Company, and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's ’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) ), or dealing with their accounts or other activities related to the Company's ’s business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the Board or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementtheir designee. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S ’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as a Senior Vice President- News of the Company or in such other position as is determined from time to time by the Chief Executive Officer or President of Programmingthe Company, the Board of Directors of the Company or the Company's parent company's Board of Directors (the "Board of Directors") or their designee. Subject to the direction of the Chief Executive Officer or President of the Company, the Board of Directors or their designee, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the President, the Board of Directors (the “Board”)Directors, or their designee. Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the President, the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or syndicated radio programming and/or commercial inventorytraffic, news, sports and weather reports, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Sponsors, Corporate Affiliates (as such terms are defined in Section 11 20 hereof) or customers or dealing with their accounts accounts, or the television or radio broadcast of traffic, news, sports and weather reports, or other activities related to the Company's business, as reasonably requested specified from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or their designee. Subject to the Board. It foregoing, Employee's specific responsibilities shall be within include matters relating to the Company's discretion to reasonably news products. The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's duties, title title, or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementresponsibilities. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. Employee further acknowledges that any contracts or agreements, other than the Company's standard forms without any alterations, modifications or deletions, must be reviewed by the Company's Chief Executive Officer, President, Executive Vice President or General Counsel, prior to submitting such contract or agreement to an employee, affiliate, sponsor or any other party for execution, discussion or any other reason. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that the Company does not allow personal trade, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESincluding but not limited to automobiles.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve be subject to the direction of the Board of Directors, or a duly authorized committee thereof and his duties shall be those generally vested in the office of Chairman and Chief Technology Officer for the corporation and he shall have such other powers and duties as may be reasonably prescribed by the President Board of Programming. Employee Directors, or a duly authorized committee thereof, and shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested decided upon by the co-Chief Executive Officer(s)Board of Directors, Chief Financial Officeror a duly authorized committee thereof, Chief Administrative Officer or of the Company, including but not limited to, speaking for and promoting the sale of the Company's product lines as public spokesman both in print and television ads. The Board of Directors has previously appointed Employee President and CEO until the Board of Directors (the “Board”)appoints a full-time successor. Employee shall devote all a sufficient amount of Employee's professional his productive time, energy and ability during the term of this Agreement to the proper and efficient conduct of the Company's businessbusiness during the term of this Agreement however the Employee shall be only required to devote part time and attention to the Company's business as heretofore provided but in any event not to exceed the average hours previously provided unless otherwise agreed by the parties. Employee shall observe at all times faithfully, industriously, and comply with all to the best of his ability, experience and talent, perform the duties that may be reasonably required to the reasonable lawful directions and instructions by and on the part satisfaction of the co-Chief Executive OfficersBoard of Directors. Such duties shall be rendered at such times and at such places as the Employee shall in good faith determine is in the interest, Chief Financial Officerneeds, Chief Administrative Officer or the Board business, and endeavor to promote the interests opportunities of the Company with periodic input and not at any time during direction and consultation from the Employment Period (and any period during which Board of Directors. As is the present case, Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call work for other persons or entities in any capacity, including but not limited to an officer, director, employee or consultant, and conduct other business activities so long as such work or activities do not adversely and directly impact on Employee to perform services related his duties and obligations to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (Company as has been reasonably performed in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Boardpast. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee The Company acknowledges that Employee will have is an officer and owe fiduciary director of Norrxx Xxxmunications Corp. and American Technology Corporation and has duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyaltythereto. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President Chief Executive Officer of Programmingthe Company and shall report to the Company’s Board of Directors (the “Board of Directors”). Subject to the direction of the Board of Directors, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by are commensurate with Employee’s position with the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”)Company. Employee shall devote all of Employee's professional ’s business time, energy and ability to the proper and efficient conduct of the Company's ’s business, provided that the foregoing shall not be violated by Employee’s absence due to paid vacation or sick leave and shall not prevent Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors (which shall not be unreasonably withheld), other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, or (iii) managing Employee’s passive personal investments so long as such activities do not interfere, conflict, or create an appearance of conflict with Employee’s duties hereunder or create a potential business or fiduciary conflict. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwiseCompany. (b) The Company Board of Directors shall take such action as may from time be necessary to time call on appoint or elect Employee to perform services related as a member of the Board of Directors as of the Effective Date. Thereafter, during the Employment Period, the Board of Directors shall nominate Employee for re-election as a member of the Board of Directors at the expiration of the then current term, provided that the foregoing shall not be required to the business extent prohibited by legal or regulatory requirements. Employee acknowledges and understands that the Company has a separate Chairman of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation Board of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this AgreementDirectors. (c) Unless otherwise determined by the Company (other than as provided in Section 7(c)(iii)), Employee acknowledges shall be employed at and report into the Company’s offices in the New York City metropolitan area; provided that Employee will have and owe fiduciary duties shall may required to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyaltytravel on business as necessary. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that Employee has received a copy of the Company’s Sexual Harassment Policies and Procedures, CODE OF ETHICS AND CODE OF CONDUCTCode of Ethics and Conflicts of Interest policy, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESand understands and has acknowledged such policies.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingExecutive Vice President, Business Affairs & Strategic Development. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or CEO of the Board of Directors (the “Board”)Company. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”) or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall report directly to the Chief Executive Officer and shall be based out of the Company’s Xxxxxx City offices. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's ’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's ’s business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementtheir designee. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S ’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingChief Financial Officer and Chief Administrative Officer. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer ) or the Board of Directors (the “Board”). Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer Officers or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer Officers or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programmingfinance and/or administration. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingCompany’s EVP, Chief Financial Officer. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s)Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”)) or the Audit Committee. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business; provided, however, that Employee shall be permitted to remain on the Board of Managers of Summit Business Media, LLC (“Summit”) and any other such commitments authorized by the Company; provided that such commitments do not conflict with the interests of the Company and do not materially interference with Employee’s performance of her duties hereunder. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall be expected to attend and contribute at all meetings of the Board. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventoryCompany’s business, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the Board or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this AgreementAudit Committee. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S ’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES. (e) Employee shall be expected to work out of the Company’s principal offices in New York City, except for one day per week during which Employee shall be permitted to work from her home office.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve be subject to the direction of the Board of Directors, or a duly authorized committee thereof and his duties shall be those generally vested in the office of Vice President and Secretary/Treasurer for the corporation and he shall have such other powers and duties as may be reasonably prescribed by the President Board of Programming. Employee Directors, or a duly authorized committee thereof, and shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested decided upon by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (Directors, or a duly authorized committee thereof, of the “Board”)Company. Employee shall devote all a sufficient amount of Employee's professional his productive time, energy and ability during the term of this Agreement to the proper and efficient conduct of the Company's businessbusiness during the term of this Agreement however the Employee shall be only required to devote part time and attention to the Company's business expected to range from approximately 20-25 hours per week unless otherwise agreed by the parties. Employee shall observe at all times faithfully, industriously, and comply with all to the best of his ability, experience and talent, perform the duties that may be reasonably required to the reasonable lawful directions and instructions by and on the part satisfaction of the co-Chief Executive OfficersBoard of Directors. As is the present case, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call work for other persons or entities in any capacity, including but not limited to an officer, director, employee or consultant, and conduct other business activities so long as such work or activities do not adversely and directly impact on Employee to perform services related his duties and obligations to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (Company as has been reasonably performed in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Boardpast. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee The Company acknowledges that Employee will have is an officer and owe fiduciary director of Norrxx Xxxmunications, Inc. and Patriot Scientific Corporation and has duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyaltythereto. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve be subject to the direction of the Board of Directors, or a duly authorized committee thereof and his duties shall be those generally vested in the office of President and Chief Executive Officer for the Company and he shall have such other powers and duties as may be reasonably prescribed by the President Board of Programming. Employee Directors, or a duly authorized committee thereof, and shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested decided upon by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (Directors, or a duly authorized committee thereof, of the “Board”). Employee shall devote all of Employee's professional timeCompany, energy including but not limited to, speaking for and ability to promoting the proper and efficient conduct sale of the Company's businessservices and products as public spokesman both in print, television ads and other media. The Company shall have the non-exclusive right to use Employee's name, picture or other likeness and biographical material concerning him, in connection with advertising, promotion and publicizing the Company and its activities, so long as this Agreement is in effect (and for a reasonable period, not to exceed one year, thereafter to utilize expendable materials and supplies). The Company shall have the right to use non-expendable media thereafter at its discretion (e.g. historical media, media productions for consumers and businesses, etc.). Such use shall be fair and not misleading or unflattering and when practical indicate Employee is not affiliated with the Company. Employee shall observe be allowed to review and comply with approve all reasonable lawful directions such uses prior to initial use or publication. The Employee agrees that he will serve the Company faithfully, diligently, competently and instructions by to the best of his abilities, devoting all his business time, efforts, energy, skills and on attention to the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests activities of the Company and the promotion of its interests. Employee shall not at serve as an officer or director or similar capacity with any time during other entity except with the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business prior consent of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the Executive Vice President of Programmingand Chief Operating Officer. Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or CEO of the Board of Directors (the “Board”)Company. Employee shall devote all of Employee's ’s professional time, energy and ability to the proper and efficient conduct of the Company's ’s business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”) or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. Employee shall report directly to the Chief Executive Officer and shall be based out of the Company’s offices located in the New York City metropolitan area. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's ’s sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's ’s business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or the Board. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementtheir designee. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S ’S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as the President of ProgrammingSales of the Company or in such other position as is determined from time to time by the Company's Chief Executive Officer ("Chief Executive Officer"), President ("President"), the Board of Directors (the "Board of Directors") or their designee located in Company's New York office. Subject to the direction of the Chief Executive Officer or President, Board of Directors or their designee, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”)such parties. Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or President, the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or and syndicated radio programming and/or commercial inventoryand traffic, news, sports and weather reports, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 20 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested specified from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or their designee. Subject to the Board. It foregoing, Employee's specific responsibilities shall be within include overseeing and directing all aspects of sales for the Company's discretion to reasonably network and syndicated programming division and radio advertising sales for the Company's Metro Networks division. The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programmingresponsibilities. Any change shall be binding on Employee for all purposes of this Agreement. However, in the event Company materially changes Employee's responsibilities or changes the reporting of Employee from the President of the Company to another individual, (other than to the Board of Directors) Employee may terminate this Agreement upon 30 days notice. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that Employee has received a copy of the Company's Sexual Harassment Policies and Procedures, CODE OF ETHICS AND CODE OF CONDUCTCode of Ethics and Conflicts of Interest policy, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESand understands and has acknowledged such policies.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve as a Senior Vice President and Chief Financial Officer of the Company or in such other position as is determined from time to time by an executive officer of the Company or the Board of Directors of the Company or the Company's parent company's Board of Directors (the "Board of Directors"). Subject to the direction of the Chief Executive Officer or President of Programming. the Company, the Board of Directors or their designee, Employee shall perform such duties as from time to time may be delegated to Employee and will continue to perform duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the President, the Board of Directors (the “Board”)Directors, or their designee. Employee shall devote all of Employee's professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the President, the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call on Employee to perform services related to the business of developing, selling developing and broadcasting network and/or syndicated radio programming and/or commercial inventorytraffic, news, sports and weather reports, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Sponsors, Corporate Affiliates (as such terms are defined in Section 11 20 hereof) or customers or dealing with their accounts accounts, or the television or radio broadcast of traffic, news, sports and weather reports, or other activities related to the Company's business, as reasonably requested specified from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer the President, the Board of Directors or their designee. Subject to the Boardforegoing, Employee's specific responsibilities shall include financial, administrative, and accounting matters. It shall be within the Company's discretion to reasonably The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's duties, title title, or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreementresponsibilities. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. Employee further acknowledges that any contracts or agreements, other than the Company's standard forms without any alterations, modifications or deletions, must be reviewed by the Company's Chief Executive Officer, President, Executive Vice President or General Counsel, prior to submitting such contract or agreement to an employee, affiliate, sponsor or any other party for execution, discussion or any other reason. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURESEmployee acknowledges that the Company does not allow personal trade, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIESincluding but not limited to automobiles.

Services to be Rendered by Employee. (a) During the Employment Period, Employee shall serve be employed as President and Chief Executive Officer of the President Company and shall, subject to the direction of Programming. Employee the Board of Directors, or a duly authorized committee thereof, have the general powers and duties of management usually vested in such office of a corporation, shall perform have such other powers and duties as from time to time may be delegated to Employee and will continue to perform duties as requested decided upon by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors Directors, or a duly authorized committee thereof, of the Company. (A) In his capacity as and during the “Board”). term that Employee is employed hereunder as President and Chief Executive Officer, Employee shall devote have the right and authority to enter into agreements of up to $50,000; provided, however, that such limitation shall not apply in the case of employment arrangements to be negotiated by Employee with Ronaxx X. X'Xxxx xxx/or Cathxxxxx Xxxxxxxxx, xxe reasonableness of which shall be determined by the Company's Board of Directors. (B) Employee shall also be entitled to nominate, subject to shareholder approval, one (1) person to the Company's Board of Directors for a period of five (5) years or during the term that this Employment Agreement remains in effect or until all Shares required to be issued pursuant to the License Termination Agreement have been issued and registered by the Company, whichever is longer. The Board hereby agrees to use its best efforts to seek shareholder approval for election of Employee's professional time, energy and ability nominee to the proper and efficient conduct Board of Directors. Further, Employee shall be entitled to appoint one (1) person to the Company's Board of Directors upon execution hereof which appointee shall serve until he shall either resign or his successor shall be duly elected by a vote of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Board and endeavor to promote the interests of the Company and not at any time during the Employment Period (and any period during which Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwiseshareholders. (b1) The Company may from time In the event the nominee submitted by Employee shall fail, for any reason, to time call on Employee to perform services related to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (in be elected by the Company's sole discretion) contributing shareholders (other than the investors of Buyer), then in that event, all Shares issuable by the Company under the License Termination Agreement shall immediately and automatically be issued at the then current Fair Market Value and the Company shall use its best efforts to the day-to-day management and operation register all of such businessShares as soon as practicable. (C) Employee agrees within six months of the date of this Agreement to prepare, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to for approval by the Company's businessBoard of Directors, as reasonably requested from time to time a five-year Business Plan, utilizing any tools and/or consulting services deemed necessary by the co-Chief Executive OfficersEmployee, Chief Financial Officer, Chief Administrative Officer or the Board. It shall be within but at the Company's discretion expense. (D) Employee shall have full and complete access to reasonably change any and all offices, warehouses, factories, and other facilities leased, owned or otherwise alter Employee's dutiesoccupied by the Company, title or responsibilities provided that such is consistent together with those full and complete access to all books, records, files, computers and all computer data of a lead executive the Company, wherever located, at all times prior to the effective date of programming. Any change shall be binding on Employee for all purposes any termination of this Agreement. (c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.

Services to be Rendered by Employee. (a) During Employee shall, subject to and pursuant to the Employment Periodorders and directions of Company, Employee shall serve perform the duties of Secretary and Treasurer of the Company and/or such other management duties on behalf of the Company and its subsidiaries and affiliates, as the President of Programming. Employee shall perform such duties as may be assigned to him from time to time may be delegated by the Company in substitution for the aforementioned duties and which are the same as or similar to Employee and will continue to perform his duties as requested by the co-Chief Executive Officer(s), Chief Financial Officer, Chief Administrative Officer or the Board of Directors (the “Board”)presently conducted. Employee shall devote all a sufficient amount of Employee's professional his productive time, energy and ability during the term of this Agreement to the proper and efficient conduct of the Company's businessbusiness during the term of this Agreement however the Employee shall be only required to devote part time and attention to the Company's business as heretofore provided but in any event not to exceed 10 hours per week unless otherwise agreed by the parties. Employee shall observe at all times faithfully, industriously, and comply with all to the best of his ability, experience and talent, perform the duties that may be reasonably required to the reasonable lawful directions and instructions by and on the part satisfaction of the co-Chief Executive OfficersCompany. Such duties shall be rendered at such times and at such places as the Company shall in good faith determine is in the interest, Chief Financial Officerneeds, Chief Administrative Officer or the Board business, and endeavor to promote the interests opportunities of the Company and not at any time during Company. As is the Employment Period (and any period during which present case, Employee receives severance) do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise. (b) The Company may from time to time call work for other persons or entities in any capacity, including but not limited to an officer, director, employee or consultant, and conduct other business activities so long as such work or activities do not adversely and directly impact on Employee to perform services related his duties and obligations to the business of developing, selling and broadcasting network and/or syndicated radio programming and/or commercial inventory, which may include (Company as has been reasonably performed in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors and Affiliates (as such terms are defined in Section 11 hereof) or dealing with their accounts or other activities related to the Company's business, as reasonably requested from time to time by the co-Chief Executive Officers, Chief Financial Officer, Chief Administrative Officer or the Boardpast. It shall be within the Company's discretion to reasonably change or otherwise alter Employee's duties, title or responsibilities provided that such is consistent with those of a lead executive of programming. Any change shall be binding on Employee for all purposes of this Agreement. (c) Employee The Company acknowledges that Employee will have is an officer and owe fiduciary director of Norrxx Xxxmunications Corp. and American Technology Corporation and has duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyaltythereto. (d) EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS RECEIVED A COPY OF THE COMPANY'S SEXUAL HARASSMENT POLICIES AND PROCEDURES, CODE OF ETHICS AND CODE OF CONDUCT, AND UNDERSTANDS AND AGREES TO ABIDE BY SUCH POLICIES.