Common use of Term and Positions Clause in Contracts

Term and Positions. A. Subject to the provisions for renewal and termination hereinafter provided, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term upon written notice of non-renewal of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”) and the Company agrees that notwithstanding anything to the contrary contained in the Indemnification Agreement, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, the Executive shall be entitled to nominate himself for election to the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Term.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2009, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Officer of Development of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and any Indemnification Agreement between the Company and the Executive havethat was in effect as of December 28, contemporaneously herewith, executed an Indemnification Agreement 2008 and as the same may be amended from time to time thereafter (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Employment Agreement to the term contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of his employment hereunderthe Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermTermination Date (as defined in Paragraph 5(f)).

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2009, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Financial Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and any Indemnification Agreement between the Company and the Executive havethat was in effect as of December 28, contemporaneously herewith, executed an Indemnification Agreement 2008 and as the same may be amended from time to time thereafter (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Employment Agreement to the term contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of his employment hereunderthe Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermTermination Date (as defined in Paragraph 5(f)).

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term of this Employment Agreement shall begin on the Effective Date shall continue until December 31, 2016 2007 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 20162007, the such Term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control2008. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated 5 or by either the Executive or the Company at the end of the then current Term upon written notice of non-renewal termination of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. (b) The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The . (c) If: (i) the Company materially changes the Executive’s duties and Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”responsibilities as set forth in Section 1(b) and 2(b) without his consent (including, without limitation, by violating any of the provisions of clauses (i), (ii), (iii) and (iv) of Section 2(b)); (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than (100) miles from the geographical center of Warren, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to the contrary contained Company, then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company “without cause” (as defined in Section 5(a)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. (e) At all times during the term of his employment hereunder, the Executive shall be entitled to nominate himself for election to the Board Board, and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermBoard.

Term and Positions. A. (a) Subject to the provisions for renewal and the termination hereinafter providedof this Employment Agreement as provided for herein, (i) the Term term of this Employment Agreement shall begin commence on the Effective Date date hereof and shall continue until through December 31, 2016 2005 (the "Base Term") and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 2016, the Term shall automatically shall be extended for successive an additional calendar one year periods, beginning with the calendar year commencing January 1, 2017 and continuing on (each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company "Renewal Year") at the end of the then current Term upon written notice of non-renewal of each full calendar year for which this Employment Agreement given remains in effect unless on or before November 30 of each calendar year, either party gives to the other party at least 90 days before written notice of termination of this Employment Agreement, in which case this Employment Agreement shall terminate upon the end completion of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon applicable employment period including any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesprevious Renewal Years. B. (b) The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality of any general scope of the foregoing, except as hereafter expressly agreed in writing by the Executive's position: (i) the Executive shall not be required to report to any single individual and shall report only to person other than the Board as an entire bodyBoard, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the highest levels of other senior executive officers of the Company, with the exception of the Director of Internal Audit, Company shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive OfficerPresident, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the The Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations bylaws of the Company, as the same may be amended from time to time. The , for his service as a director, officer and employee of the Company. (c) If: (i) the Company materially changes the Executive's duties and Executive haveresponsibilities as set forth in Paragraph 1(b) or 2(b) without his consent (including, contemporaneously herewithwithout limitation, executed an Indemnification by violating any of the provisions of clause (i), (ii), (iii) or (iv) of Paragraph 2 (b)); (ii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 2(c)) that has not been cured in all material respects within ten (10) days after the “Indemnification Agreement”) and the Company agrees that notwithstanding anything Executive gives notice thereof to the contrary contained in Company; or (iii) the Indemnification Agreement, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, Board or any nominating committee thereof or committee performing a Board nomination function fails to nominate the Executive shall be entitled to nominate himself for election to the Board in connection with any stockholders' meeting to be held or action to be taken for the election of directors; then the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without "cause" (as defined in Paragraph 4(a)(ii)). (d) The Executive shall be considered not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall take all actions required for have the opportunity to withdraw such proposed material change by written notice to the Executive to be elected to given within ten (10) days after the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2006, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Financial Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and the Indemnification Agreement dated June 30, 2004 between the Company and the Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Agreement to the term of his employment hereundercontrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated November 6, 2006, between the Company and the Executive (the “Change in Control Agreement”)), payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting effective date of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsuch termination.

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term term of this Agreement shall begin on the Effective Date date hereof and shall continue until December 31, 2016 and for five (ii5) provided if the Executive is less than 65 years old thereafter. Such term shall automatically be extended for one additional day as of t he end of the first day of the term hereof and as of the end of each succeeding calendar year after December 31day thereafter, 2016, unless the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term upon written notice of non-renewal of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesParagraph 8. B. The Executive (b) Executive, without any compensation in addition to that which is specifically provided in this Agreement, shall serve, and shall be entitled and have the right to serve serve, as a member of the Board, Chairman of the Board, President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: Executive (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as Chairman of the Board, President or Chief Executive Officer of the Company, (iii) the highest levels of Vice-Presidents and other senior executive officers of the Company, with the exception of the Director of Internal Audit, Company shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as Chairman of the Board, President and Chief Executive OfficerOfficer (except that the Compensation Committee shall continue to have such powers as may be required to maintain the compliance of the Company's benefit plans under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and corporate charter, code of regulations regulations, by-laws and other policies and procedures of the Company. (c) If: (i) the Company materially changes Executive's duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent (including, without limitation, by violating any of the provisions of clauses (i), (ii), (iii) and (iv) of Paragraph 2(b)); or (ii) Executive's place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within ten (10) days after Executive gives notice thereof to the Company; or (iv) there occurs a "Change in Control" (as hereinafter defined) of the Company, as then in any such event Executive shall have the same may right to terminate his employment with the Company, but such termination shall not be amended from time to time. The Company and considered a voluntary resignation or termination by Executive have, contemporaneously herewith, executed an Indemnification of such employment or of this Agreement (the “Indemnification Agreement”) and but rather a discharge of Executive by the Company agrees that notwithstanding anything without "Cause" (as hereinafter defined). (d) Executive shall be deemed not to have consented to any material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the contrary contained in the Indemnification AgreementBoard within fifteen (15) days after receipt of a written proposal setting forth such change. If Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during the term of his employment hereunder, the Executive shall be entitled to nominate himself for election to the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Term.

Term and Positions. A. (a) Subject to the provisions for renewal and extension or termination hereinafter providedstated, (i) the Term term of this Employment Agreement shall begin on as of September 8, 1997 (the "Effective Date Date") and shall continue until December 31through February 28, 2016 2001 (the "Expiration Date"). As of March 1, 1999 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31successive anniversary thereof, 2016, the Term such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Paragraph 5 or (ii) either the Company or the Executive shall give written notice to the other at least thirty (30) days before the first anniversary of the Effective Date or any subsequent annual anniversary thereof, that this Employment Agreement and Executive’s employment may also shall not be terminated by either so extended but shall terminate upon the Executive or the Company at the end expiration of the then current Term upon existing term (for example, unless such written notice of non-renewal extension is given on or prior to January 28, 1999, the term of this Employment Agreement given to automatically will be extended, effective March 1, 1999, until February 28, 2002). In the other party at least 90 days before event of a "change of control" (as hereinafter defined) the end term of this Employment Agreement shall automatically be extended for a term of two (2) years from the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesexisting Termination Date. B. (b) The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Operating Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles Restated Certificate of incorporation Incorporation and code of regulations Bylaws of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment Agreement with respect to Executive's actions and inactions during the term hereof. (c) If: (i) the Company materially changes the Executive's duties and responsibilities as set forth in Paragraphs l(b) and 2(b) without his consent; (ii) the Executive's place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cary, North Carolina; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to the Company; (iv) there occurs a "change in control" (as hereinafter defined) of the Company during the term of this Employment Agreement; then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company "without cause" (as defined in Paragraph 5 (a)). The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement may exercise such right of termination at any time within three (3) months following the “Indemnification Agreement”occurrence of the applicable event described in (i) and (iii) of this Paragraph 2(c), and within six (6) months following the occurrence of the applicable event described in (ii) and (iv) of this Paragraph 2(c). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board of the Company agrees that notwithstanding anything to within fifteen (15) days after receipt of such written proposal. If the contrary contained in the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, opportunity to withdraw such proposed material change by written notice to the Executive shall be entitled to nominate himself for election to given within ten (10) days after the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term term of this Employment Agreement shall begin on the Effective Date date hereof and shall continue until December 31, 2016 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 2016, the Term 1998. Such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the Executive Company or the Company Executive shall give at the end of the then current Term upon least 180 days written notice of non-renewal extension of this Employment Agreement given to the other party at least 90 days on or before the end of the then current TermJune 30, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries1998. B. (b) The Executive shall be entitled to serve as the President and Chief Executive Officer General Counsel of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Chief Executive Officer and the Board as an entire body, and (ii) no other individual shall be elected or appointed as President or Chief Executive Officer General Counsel of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The . (c) If: (i) the Company materially changes the Executive's duties and Executive haveresponsibilities as set forth in Paragraph 1(b) or 2(b) without his consent (including, contemporaneously herewithwithout limitation, executed an Indemnification by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are moved to a location more than fifty (50) miles from the geographical center of Cleveland, Ohio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects within ten (10) days after the “Indemnification Agreement”Executive gives notice thereof to the Company; or (iv) and there occurs a "change in control" (as hereinafter defined) of the Company, then the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company agrees that notwithstanding anything without "cause" (as defined in Paragraph 4(a)(ii)). (d) The Executive shall be considered not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the contrary contained in Board within fifteen (15) days after receipt of such written proposal. If the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, opportunity to withdraw such proposed material change by written notice to the Executive shall be entitled to nominate himself for election to given within ten (10) days after the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term term of this Employment Agreement shall begin on the Effective Date date hereof and shall continue until December 31, 2016 and (ii) provided if the Executive is less than 65 years old as second anniversary of the first day of each succeeding calendar year after December 31, 2016, the Term this Employment Agreement. Such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the Executive Company or the Company Executive shall give at the end of the then current Term upon least 180 days written notice of non-renewal extension of this Employment Agreement given to the other party at least 90 days on or before the end second anniversary of this Employment Agreement or on or before any subsequent anniversary of this Employment Agreement. (b) Until the then current Term, with the provisions first anniversary of Section 4 applying to such non-renewal. Upon any terminationthis Employment Agreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as Vice President of Finance for the Corporate Headquarters of the Company. Upon the first anniversary of this Employment Agreement, the Executive shall be entitled to serve as Vice President and Chief Executive Financial Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire bodyChief Executive Officer, and (ii) no other individual shall be elected or appointed as President or Chief Executive Financial Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The . (c) If: (i) the Company materially changes the Executive's duties and Executive haveresponsibilities as set forth in Paragraph 1(b) or 2(b) without his consent (including, contemporaneously herewithwithout limitation, executed an Indemnification by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are moved to a location more than fifty (50) miles from the geographical center of Cleveland, Ohio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects within ten (10) days after the “Indemnification Agreement”Executive gives notice thereof to the Company; or (iv) and there occurs a "change in control" (as hereinafter defined) of the Company, then the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company agrees that notwithstanding anything without "cause" (as defined in Paragraph 4(a)(ii)). (d) The Executive shall be considered not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the contrary contained in Board within fifteen (15) days after receipt of such written proposal. If the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, opportunity to withdraw such proposed material change by written notice to the Executive shall be entitled to nominate himself for election to given within ten (10) days after the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. (a) Subject to the provisions for renewal and extension or termination hereinafter providedstated, (i) the Term term of this Employment Agreement shall begin on as of April 1, 1999 (the "Effective Date Date") and shall continue until December 31through February 28, 2016 and 2002 (ii) provided if the Executive is less than 65 years old as "Expiration Date"). As of the first day of Expiration Date and each succeeding calendar year after December 31successive anniversary thereof, 2016, the Term such term automatically shall be extended for successive three (3) additional calendar year periodsyears, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafterunless; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Paragraph 5 or (ii) either the Company or the Executive shall give written notice to the other at least thirty (30) days before the Expiration Date or any subsequent annual anniversary thereof, that this Employment Agreement and Executive’s employment may also shall not be terminated by either so extended but shall terminate upon the Executive or the Company at the end expiration of the then current Term upon then-existing term (for example, unless such written notice of non-renewal extension is given on or prior to January 29, 2002, the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Termautomatically will be extended until February 28, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries2005). B. (b) The Executive shall be entitled to serve as the Senior Vice President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles Restated Certificate of incorporation Incorporation and code of regulations Bylaws of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment Agreement with respect to Executive's actions and inactions during the term hereof. (c) If: (i) the Company materially changes the Executive's duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without her consent; (ii) the Executive's place of employment is located more than five (5) miles from the existing office of the Company located at 1733 W. Fletcher Avenue, Tampa, Florida without her consent; (iii) xxxxx occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to the Company; then in any such event the Executive shall have the right to terminate her employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company "without cause" pursuant to Paragraph 5(a)(iii). The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement may exercise such right of termination at any time within three (3) months following the “Indemnification Agreement”occurrence of the applicable event described in (i) and (iii) of this Paragraph 2(c), and within six (6) months following the occurrence of the applicable event described in (ii) of this Paragraph 2(c). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in her duties and responsibilities unless she shall give written notice of her consent thereto to the Board of the Company agrees that notwithstanding anything to within fifteen (15) days after receipt of such written proposal. If the contrary contained in the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, opportunity to withdraw such proposed material change by written notice to the Executive shall be entitled to nominate himself for election to given within ten (10) days after the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term term of this Employment Agreement shall begin on the Effective Date date hereof and shall continue until December 31, 2016 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 2016, the Term 2000. Such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the Executive Company or the Company at the end of the then current Term upon Executive shall give written notice of non-renewal extension of this Employment Agreement given to the other party at least 90 days on or before the end of the then current TermJune 30, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries2000. B. (b) The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, and (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The . (c) If: (i) the Company materially changes the Executive's duties and Executive haveresponsibilities as set forth in Paragraph 1(b) or 2(b) without his consent (including, contemporaneously herewithwithout limitation, executed an Indemnification by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are moved to a location more than fifty (50) miles from the geographical center of Cleveland, Ohio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects within ten (10) days after the “Indemnification Agreement”Executive gives notice thereof to the Company; or (iv) and there occurs a "change in control" (as hereinafter defined) of the Company, then the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company agrees that notwithstanding anything without "cause" (as defined in Paragraph 4(a)(ii)). (d) The Executive shall be considered not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the contrary contained in Board within fifteen (15) days after receipt of such written proposal. If the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, opportunity to withdraw such proposed material change by written notice to the Executive shall be entitled to nominate himself for election to given within ten (10) days after the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. Subject to the provisions for renewal and termination hereinafter provided, (ia) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term upon written notice of non-renewal The term of this Employment Agreement given shall begin on January 1, 2013 and shall continue to the other party at least 90 days before the end of the then current Termand including December 31, with the provisions of Section 4 applying to such non-renewal. Upon any termination2017, the Executive shall be deemed to have ceased serving unless this Employment Agreement is terminated earlier as provided in all offices and directorships held by the Executive Paragraph 2(c), Paragraph 4(c), Paragraph 5(c) or the Company or its subsidiariesParagraph 6 hereof. B. (b) The Executive shall be entitled to serve as the Chairman, President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as Chairman, President or Chief Executive Officer of the Company, (iii) unless otherwise directed by the Executive, the Vice-Presidents and other senior executive officers of the Company, with the exception of the Director of Internal Audit, Company shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as Chairman, President and or Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles Second Amended and Restated Articles of incorporation Incorporation and code the Amended and Restated Code of regulations Regulations of the Company, as the same may be amended from time to time. The . (c) If: (i) the Company materially changes the Executive's duties and Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent (including, without limitation, by violating any of the provisions of clauses (i), (ii), (iii) and (iv) of Paragraph 2(b)); (ii) the Executive's place of employment or the principal executive offices of the Company agrees that notwithstanding anything to are located more than fifty (50) miles from the contrary contained in the Indemnification Agreementgeographical center of Cleveland, Ohio; (iii) there occurs a material breach by the Company shall maintain in full force and effect D&O insurance similar in amount and terms as of any of its peers during the Term and for four obligations under this Employment Agreement; or (4iv) years thereafter. C. At all times during the term of his employment hereunder, the Executive shall be entitled to nominate himself for election to the Board and the Company shall take all actions required for the Executive to be is not elected to the Board at any annual meeting of the first Annual Meeting Company's shareholders; then in any such event the Executive shall have the right to terminate his employment with the Company, and such termination shall be considered a termination by the Executive for “good reason” for purposes of Shareholders following Executive’s this Employment Agreement; provided, however that the Executive may not terminate his employment for “good reason” pursuant to paragraph 2(c)(i) or 2(c)(iii) unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for “good reason” within ninety (90) days of the existence of the initial existence of such grounds and the Company has had at all subsequent Annual Meetings of Shareholders during least thirty (30) days from the Termdate on which such notice was provided to cure such circumstances.

Term and Positions. A. (a) Subject to the provisions for renewal and the termination hereinafter providedof this Employment Agreement as provided for herein, (i) the Term term of this Employment Agreement shall begin commence on the Effective Date date hereof and shall continue until through December 31, 2016 2005 (the "Base Term") and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 2016, the Term shall automatically shall be extended for successive an additional calendar one year periods, beginning with the calendar year commencing January 1, 2017 and continuing on (each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company "Renewal Year") at the end of the then current Term upon written notice of non-renewal of each full calendar year for which this Employment Agreement given remains in effect unless on or before November 30 of each calendar year, either party gives to the other party at least 90 days before written notice of termination of this Employment Agreement, in which case this Employment Agreement shall terminate upon the end completion of the then current Term, with the provisions of Section 4 applying to such nonthen-renewal. Upon applicable employment period including any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesprevious Renewal Years. B. (b) The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Officer of the Company. Without limiting the generality of any general scope of the foregoing, except as hereafter expressly agreed in writing by the Executive's position: (i) the Executive shall not be required to report to any single individual person other than the President and shall report only to the Board as an entire bodyBoard, and (ii) no other individual shall be elected or appointed as Executive Vice President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the The Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations bylaws of the Company, as the same may be amended from time to time. The , for his service as a director, officer and employee of the Company. (c) If: (i) the Company materially changes the Executive's duties and Executive haveresponsibilities as set forth in Paragraph 1(b) or 2(b) without his consent (including, contemporaneously herewithwithout limitation, executed an Indemnification by violating any of the provisions of clause (i) or (ii) of Paragraph 2 (b)); (ii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 2(c)) that has not been cured in all material respects within ten (10) days after the “Indemnification Agreement”) and Executive gives notice thereof to the Company; then the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company agrees that notwithstanding anything without "cause" (as defined in Paragraph 4(a)(ii)). (d) The Executive shall be considered not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the contrary contained in Board within fifteen (15) days after receipt of such written proposal. If the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, opportunity to withdraw such proposed material change by written notice to the Executive shall be entitled to nominate himself for election to given within ten (10) days after the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2009, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Officer of Property Management of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and any Indemnification Agreement between the Company and the Executive havethat was in effect as of December 28, contemporaneously herewith, executed an Indemnification Agreement 2008 and as the same may be amended from time to time thereafter (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Employment Agreement to the term contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of his employment hereunderthe Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermTermination Date (as defined in Paragraph 5(f)).

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term term of this Employment Agreement shall begin on the Effective Date date hereof, and shall continue until December 31for the current "Employment Year" (as hereinafter defined) and for the succeeding two Employment Years. As of July 1, 2016 1999, and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31Employment Year thereafter, 2016, the Term such term automatically shall be extended for successive one (1) additional calendar year periodsEmployment Year, beginning with the calendar year Employment Year commencing January July 1, 2017 2001, and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control thereafter unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Paragraph 8 or (ii) either Lesco or Executive shall give one Employment Year's written notice of termination of this Employment Agreement and Executive’s employment may also be terminated by either to the Executive other at least thirty (30) days before July 1, 1999, or the Company at beginning of any succeeding Employment Year (for example, unless such written notice of termination is given on or prior to June 1, 1999, the term of this Employment Agreement automatically will be extended, effective July 1, 1999, until the end of the then current Term upon written notice second Employment Year succeeding the Employment Year including such date). Each period (or portion thereof) of non-renewal twelve (12) consecutive months beginning on the date of this Employment Agreement given to the other party at least 90 days before the end and on each annual anniversary of the then current Termdate of this Employment Agreement during the term of this Employment Agreement is referred to herein as an "Employment Year." (b) Executive, with the provisions of Section 4 applying without any compensation in addition to such non-renewal. Upon any terminationthat which is specifically provided in this Employment Agreement, the Executive shall be deemed to have ceased serving in all offices serve, and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve serve, as the President and Chief Executive Officer a member of the CompanyBoard. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not report and be required to report to any single individual and shall report accountable only to the Board as an entire body, and (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other all senior and/or executive officers of the Company, with the exception of the Director of Internal Audit, Lesco shall report to no individual other than the Executive except as otherwise directed by Executive. Executive will have full power to control day-to-day operations of Lesco, making necessary management decisions, and (iv) no individual or group of individuals (including a committee established or other designee appointed by will be responsible for making policy recommendations to the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the CompanyLesco, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles Articles of incorporation Incorporation and code Code of regulations Regulations of Lesco. (c) If: (i) Lesco materially changes Executive's duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent ("Material Change"); or (ii) Executive's place of employment or the principal executive offices of Lesco are located more than fifty (50)miles from the geographical center of Cleveland, Ohio ("Location Change"); or (iii) there occurs a material breach by Lesco of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within twenty (20) business days after Executive gives notice thereof to Lesco (setting forth in such notice the nature of such alleged breach); or (iv) there occurs a "Change in Control" of Lesco as defined in the present form of the Company1992 Lesco Stock Incentive Plan (a "Change in Control"); then in any such event Executive shall have the right to terminate his employment with Lesco by giving Lesco notice of such termination within ninety (90) days after the Material Change, Location Change, such material breach or change of control, as the same case may be, but such termination shall not be amended from time to timeconsidered a voluntary resignation or termination of such employment or of this Employment Agreement by Executive but rather a discharge of Executive by Lesco without Cause (as hereinafter defined). The Company and If Executive havevoluntarily terminates his employment with Lesco other than as described in the foregoing provisions of this Paragraph 2(c), contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”) and the Company agrees that notwithstanding anything he shall be treated as if his employment was terminated for Cause. If there is a dispute as to the contrary contained reason for Executive's voluntary termination, it shall be resolved by arbitration as in the Indemnification Agreement, the Company shall maintain case of dispute on termination for Cause as described in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafterParagraph 8(b). C. At all times during the term of his employment hereunder, the (d) Executive shall be entitled to nominate himself for election to serve on all appropriate committees of the Board, and will chair the Committee of the Board and that nominates the Company shall take all actions required for individuals to fill the Executive to be elected to seats of the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermBoard.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin commence on the Effective Date shall and continue until December 31, 2016 and (ii) provided if 2010. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesExecutive. B. The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (ib) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and an employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The . (c) If: (i) the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (ii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the Company; then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) Notwithstanding anything in this Agreement to the contrary, if there shall occur a “Change in Control” (as that term is defined in the Amended and Restated Change in Control Agreement, dated February 8, 2007, between the Company and the Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Change in Control Agreement”) and the Company agrees that notwithstanding anything )), payments to the contrary contained Executive will be governed by the Change in the Indemnification Agreement, the Company shall maintain in full force Control Agreement and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to that portion of any unpaid salary and other benefits accrued and earned by him hereunder up to and including the Board effective date of the Change in Control. It is expressly understood that the foregoing shall have no affect upon the parties’ respective rights and obligations under paragraph 5(e) of this Employment Agreement or the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermPerformance Units Agreement dated January 2, 2002.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2006, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Officer of Development of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and the Indemnification Agreement dated June 30, 2004 between the Company and the Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Agreement to the term of his employment hereundercontrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated November 6, 2006, between the Company and the Executive (the “Change in Control Agreement”)), payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting effective date of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsuch termination.

Term and Positions. A. (a) Subject to the provisions for renewal and extension or termination hereinafter providedstated, (i) the Term term of this Employment Agreement shall begin on as of March 1, 1997 (the "Effective Date Date") and shall continue until December 31through February 29, 2016 and 2000 (ii) provided if the Executive is less than 65 years old as "Expiration Date"). As of the first day of March 1, 1998 and each succeeding calendar year after December 31successive anniversary thereof, 2016, the Term such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Paragraph 5 or (ii) either the Company or the Executive shall give written notice to the other at least thirty (30) days before the first anniversary of the Effective Date or any subsequent annual anniversary thereof, that this Employment Agreement and Executive’s employment may also shall not be terminated by either so extended but shall terminate upon the Executive or the Company at the end expiration of the then current Term upon then-existing term (for example, unless such written notice of non-renewal extension is given on or prior to January 28, 1998, the term of this Employment Agreement given to automatically will be extended, effective March 1, 1998, until February 28, 2001). In the other party at least 90 days before event of a "change of control" (as hereinafter defined) the end term of this Employment Agreement shall automatically be extended for a term of two (2) years from the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesexisting Termination Date. B. (b) The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. For service as a director, officer and employee of the Company, the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Restated Certificate of Incorporation and Bylaws of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment Agreement with respect to Executive's actions and inactions during the term hereof. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual , during and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”) and the Company agrees that notwithstanding anything to the contrary contained in the Indemnification Agreement, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafter. C. At all times during throughout the term of his employment hereunderunder this Employment Agreement: (i) all employees of the Company shall report directly or indirectly to the Executive; and (ii) unless the Board of Directors shall otherwise direct, the Executive shall have the authority to make operating decisions regarding day-to-day operation of the business. (c) If: (i) the Company materially changes the Executive's duties and responsibilities as set forth in Paragraphs l(b) and 2(b) without his consent; (ii) the Executive's place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cary, North Carolina; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to the Company; (iv) there occurs a "change in control" (as hereinafter defined) of the Company during the term of this Employment Agreement; or (v) after the Effective Date, the Executive is not at all times during his employment hereunder a member of the Board of Directors, or, if the Board of Directors constitutes an Executive Committee, the Executive is not at all times during his employment hereunder a member of such Executive Committee; then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be entitled considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company "without cause" (as defined in Paragraph 5 (a)). The Executive may exercise such right of termination at any time within three (3) months following the occurrence of the applicable event described in (i) and (iii) of this Paragraph 2(c), and within six (6) months following the occurrence of the applicable event described in (ii), (iv) and (v) of this Paragraph 2(c). (d) The Executive shall be deemed not to nominate himself have consented to any written proposal calling for election a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board and of the Company within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall take all actions required for have the opportunity to withdraw such proposed material change by written notice to the Executive to be elected to given within ten (10) days after the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2007, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Investment Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and the Indemnification Agreement of even date herewith between the Company and the Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Agreement to the term contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Change in Control Agreement of his employment hereundereven date herewith between the Company and the Executive (the “Change in Control Agreement”)), payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting effective date of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsuch termination.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 2009, with automatic one year renewals thereafter. Notwithstanding the foregoing, this Employment Agreement may be terminated by the Company with “cause” (as hereinafter defined) at any time and (ii) provided if the Executive is without cause upon not less than 65 years old as ninety (90) days prior written notice to the Executive. (b) During the term of the first day of each succeeding calendar year this Employment Agreement, from and after December 31, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below)2009, the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term upon written notice of non-renewal of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Senior Executive Vice President of Finance and Chief Executive Investment Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and any Indemnification Agreement between the Company and the Executive havethat was in effect as of December 28, contemporaneously herewith, executed an Indemnification Agreement 2008 and as the same may be amended from time to time thereafter (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless the Executive shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Employment Agreement to the term contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of his employment hereunderthe Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermTermination Date (as defined in Paragraph 5(f)).

Term and Positions. A. (a) Subject to the provisions for renewal and extension or termination hereinafter providedstated, (i) the Term term of this Employment Agreement shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if the Executive is less than 65 years old as of the first day closing of that transaction described in that document entitled Master Agreement by and among FAC Realty Trust, Inc., FAC Properties L.P. and the other signatories to the Master Agreement thereafter contained dated as of February 24, 1998 which is expected to be July 1, 1998 (the "Effective Date") and shall continue through June 30, 2001 (the "Expiration Date"). As of July 1, 1999 and each succeeding calendar year after December 31successive anniversary thereof, 2016, the Term such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafterunless; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be agreement is terminated at any time as provided in Section 4. This Paragraph 5 or (ii) either the Company or the Executive shall give written notice to the other at least thirty (30) days before the first anniversary of the Effective Date or any subsequent annual anniversary thereof, that this Employment Agreement and Executive’s employment may also shall not be terminated by either so extended but shall terminate upon the Executive or the Company at the end expiration of the then current Term upon then-existing term (for example, unless such written notice of non-renewal extension is given on or prior to May 31, 1999, the term of this Employment Agreement given to automatically will be extended, effective July 1, 1999, until June 30, 2002). In the other party at least 90 days before event of a "change of control" (as hereinafter defined) the end term of this Employment Agreement shall automatically be extended for a term of two (2) years from the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesexisting termination date. B. (b) The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles Restated Certificate of incorporation Incorporation and code of regulations Bylaws of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment Agreement with respect to Executive's actions and inactions during the term hereof. (c) If: (i) the Company materially changes the Executive's duties and responsibilities as set forth in Paragraphs l(b) and 2(b) without his consent; (ii) the Executive's place of employment is located more than thirty (30) miles from the geographical center of Boca Raton, Florida; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to the Company; (iv) there occurs a "change in control" (as hereinafter defined) of the Company during the term of this Employment Agreement; then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company "without cause" (as defined in Paragraph 5 (a)). The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement may exercise such right of termination at any time within three (3) months following the “Indemnification Agreement”occurrence of the applicable event described in (i) and (iii) of this Paragraph 2(c), and within six (6) months following the occurrence of the applicable event described in (ii) and (iv) of this Paragraph 2(c). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board of the Company agrees that notwithstanding anything to within fifteen (15) days after receipt of such written proposal. If the contrary contained in the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, opportunity to withdraw such proposed material change by written notice to the Executive shall be entitled to nominate himself for election to given within ten (10) days after the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term term of this Employment Agreement shall begin on the Effective Date date hereof and shall continue until December 31for calendar year 1997 and for the succeeding two calendar years. As of January 1, 2016 1998, and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31thereafter, 2016, the Term such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 2000, and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by Paragraph 5(a)(i) or 5(a)(ii) or (ii) either the Executive Company or the Company Executive shall give at the end of the then current Term upon least one calendar year's written notice of non-renewal termination of this Employment Agreement given to the other party at least 90 30 days before January 1, 1998, or the end beginning of the then current Termany such succeeding calendar year (for example, with the provisions unless such written notice of Section 4 applying termination is given on or prior to such non-renewal. Upon any terminationDecember 2, 1997, the Executive shall term of this Employment Agreement automatically will be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesextended, effective January 1, 1998, until December 31, 2000). B. (b) The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality of any general scope of the foregoing, except as hereafter expressly agreed in writing by the Executive's position: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the highest levels of other senior executive officers of the Company, with the exception of the Director of Internal Audit, Company shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the The Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , for his service as a director, officer and employee of the Company. (c) If: (i) the Company materially changes the Executive's duties and Executive haveresponsibilities as set forth in Paragraph 1(b) or 2(b) without his consent (including, contemporaneously herewithwithout limitation, executed an Indemnification by violating any of the provisions of clause (i), (ii), (iii) or (iv) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are moved to a location more than fifty (50) miles from the geographical center of Cleveland, Ohio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 2(c)) that has not been cured in all material respects within ten (10) days after the “Indemnification Agreement”) and the Company agrees that notwithstanding anything Executive gives notice thereof to the contrary contained Company; (iv) there occurs a "change in control" (as hereinafter defined) of the Indemnification Agreement, Company; or (v) the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafter. C. At all times during the term of his employment hereunder, Board or any nominating committee thereof or committee performing a Board nomination function fails to nominate the Executive shall be entitled to nominate himself for election to the Board in connection with any shareholders' meeting to be held or action to be taken for the election of directors; then the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without "cause" (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be considered not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall take all actions required for have the opportunity to withdraw such proposed material change by written notice to the Executive to be elected to given within ten (10) days after the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. Subject to the provisions for renewal and termination hereinafter provided, (i) the Term shall begin on the Effective Date and shall continue until December 31, 2016 2023 and (ii) provided if the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31, 20162023, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 2024 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term upon written notice of non-renewal of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. This Employment Agreement and the Executive’s employment may be terminated at any time as provided in Section 4. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the President and Chief Executive Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his Executive’s role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”) and the Company agrees that notwithstanding anything to the contrary contained in the Indemnification Agreement, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafter. C. At all times during the term of his Executive’s employment hereunder, the Executive shall be entitled to nominate himself Executive for election to the Board and the Company shall take all actions required for the Executive to be elected to the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Term.

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter provided, (i) the Term term of this Employment Agreement shall begin on the Effective Date date hereof and shall continue until December 31, 2016 1997. As of June 1, 1997, and (ii) provided if the Executive is less than 65 years old as of the first day June 1 of each succeeding calendar year after December 31, 2016, the Term thereafter such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided1998, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by Paragraph 4(a)(i) or 4(a)(ii) or (ii) either the Executive Company or the Company Executive shall give at the end of the then current Term upon least 180 days written notice of non-renewal termination of this Employment Agreement given to the other party at least 90 days before the end (for example, unless such written notice of the then current Termtermination is given on or prior to June 1, with the provisions of Section 4 applying to such non-renewal. Upon any termination1997, the Executive shall term of this Employment Agreement automatically will be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesextended, effective January 1, 1998, until December 31, 1998. B. (b) The Executive shall be entitled to serve as the President and Chief Executive Officer senior acquisitions officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Chief Executive Officer and the Board as an entire body, and (ii) no other individual shall be elected or appointed as President or Chief Executive Officer a more senior acquisitions officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The . (c) If: (i) the Company materially changes the Executive's duties and Executive haveresponsibilities as set forth in Paragraph 1(b) or 2(b) without his consent (including, contemporaneously herewithwithout limitation, executed an Indemnification by violating any of the provisions of clause (i) and (ii) of Paragraph 2 (b)); (ii) the Executive's place of employment or the principal executive offices of the Company are moved to a location more than fifty (50) miles from the geographical center of Cleveland, Ohio; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement (other than those specified in this Section 2(c)), which breach has not been cured in all material respects within ten (10) days after the “Indemnification Agreement”Executive gives notice thereof to the Company; (iv) and there occurs a "change in control" (as hereinafter defined) of the Company, then the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company agrees that notwithstanding anything without "cause" (as defined in Paragraph 4(a)(ii)). (d) The Executive shall be considered not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the contrary contained in Board within fifteen (15) days after receipt of such written proposal. If the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during the (e) The term of his employment hereunder, the Executive shall be entitled to nominate himself for election to the Board and the Company shall take all actions required for the Executive to be elected to the Board at "change in control" means the first Annual Meeting to occur of Shareholders the following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Term.events:

Term and Positions. A. (a) Subject to the provisions for renewal and extension or termination hereinafter providedstated, (i) the Term term of this Employment Agreement shall begin on as of March 1, 1997 (the "Effective Date Date") and shall continue until December 31through February 29, 2016 and 2000 (ii) provided if the Executive is less than 65 years old as "Expiration Date"). As of the first day of March 1, 1998 and each succeeding calendar year after December 31successive anniversary thereof, 2016, the Term such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Paragraph 5 or (ii) either the Company or the Executive shall give written notice to the other at least thirty (30) days before the first anniversary of the Effective Date or any subsequent annual anniversary thereof, that this Employment Agreement and Executive’s employment may also shall not be terminated by either so extended but shall terminate upon the Executive or the Company at the end expiration of the then current Term upon then-existing term (for example, unless such written notice of non-renewal extension is given on Or prior to January 28, 1998, the term of this Employment Agreement given to automatically will be extended, effective March 1, 1998, until February 28, 2001). In the other party at least 90 days before event of a "change of control" (as hereinafter defined) the end term of this Employment Agreement shall automatically be extended for a term of two (2) years from the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any termination, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiariesexisting Termination Date. B. (b) The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Financial Officer of the Company. For service as a director, officer and employee of the Company, the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Restated Certificate of Incorporation and Bylaws of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment Agreement with respect to Executive's actions and inactions during the term hereof. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual , during and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”) and the Company agrees that notwithstanding anything to the contrary contained in the Indemnification Agreement, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during the Term and for four (4) years thereafter. C. At all times during throughout the term of his employment hereunderunder this Employment Agreement: (i) all employees of the Company shall report directly or indirectly to the Executive; and (ii) unless the Board of Directors shall otherwise direct, the Executive shall have the authority to make operating decisions regarding day-to-day operation of the business. (c) If: (i) the Company materially changes the Executive's duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without his consent; (ii) the Executive's place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cary, North Carolina; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to the Company; (iv) there occurs a "change in control" (as hereinafter defined) of the Company during the term of this employment Agreement; or (v) after the Effective Date, the Executive is not at all times during his employment hereunder a member of the Board of Directors, or, if the Board of Directors constitutes an Executive Committee, the Executive is not at all times during his employment hereunder a member of such Executive Committee; then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be entitled considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company "without cause" (as defined in Paragraph 5 (a)). The Executive may exercise such right of termination at any time within three (3) months following the occurrence of the applicable event described in (i) and (iii) of this Paragraph 2(c), and within six (6) months following the occurrence of the applicable event described in (ii), (iv) and (v) of this Paragraph 2(c). (d) The Executive shall be deemed not to nominate himself have consented to any written proposal calling for election a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board and of the Company within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall take all actions required for have the opportunity to withdraw such proposed material change by written notice to the Executive to be elected to given within ten (10) days after the Board at the first Annual Meeting end of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsaid fifteen (15) day period.

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2006, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Officer of Leasing of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The time and the Indemnification Agreement dated November 6, 2006 between the Company and the Executive have, contemporaneously herewith, executed an Indemnification Agreement (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without her consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate her employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in her duties and responsibilities unless the Executive shall give written notice of her consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Agreement to the term of his employment hereundercontrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated November 6, 2006, between the Company and the Executive (the “Change in Control Agreement”)), payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting effective date of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Termsuch termination.

Term and Positions. A. (a) Subject to the provisions for renewal and termination hereinafter providedstated, (i) the Term term of this Employment Agreement shall begin on retroactively as of August 26, 1996 (the "Effective Date Date") and shall continue until December 31through August 25, 2016 and 1999 (ii) provided if the Executive is less than 65 years old as "Expiration Date"). As of the first day of August 25, 1997 and each succeeding calendar year after December 31successive anniversary thereof, 2016, the Term such term automatically shall be extended for successive one (1) additional calendar year periodsyear, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control unless: (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This i) this Employment Agreement and the Executive’s employment may be is terminated at any time as provided in Section 4. This Paragraph 5 or (ii) either the Company or the Executive shall give written notice to the other at least thirty (30) days before the Expiration Date or any subsequent annual anniversary thereof that this Employment Agreement and Executive’s employment may also shall not be terminated by either so extended but shall terminate upon the Executive or the Company at the end expiration of the then current Term upon then-existing term (for example, unless such written notice of non-renewal extension is given on or prior to July 26, 1997, the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Termautomatically will be extended, with the provisions of Section 4 applying to such non-renewal. Upon any terminationeffective August 26, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries1997, until August 25, 2000). B. (b) The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Financial Officer of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, and, upon election by the Company's Board of Directors as a director, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles Restated Certificate of incorporation Incorporation and code of regulations Bylaws of the Company, as the same may be amended from time to time, which indemnifications shall remain effective after termination of this Employment Agreement with respect to Executive's actions and inactions during the term hereof. (c) If: (i) the Company materially changes the Executive's duties and responsibilities as set forth in Paragraphs l(b) and 2(b) without his consent; (ii) the Executive's place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Cary, North Carolina; (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within ten (10) days after the Executive gives notice thereof to the Company; or (iv) there occurs a "change in control" (as hereinafter defined) of the Company during the term of this Employment Agreement; (v) after his initial election to the Company's Board of Directors, the Executive is not at all times during his employment hereunder a member of the Board of Directors. then in any such event the Executive shall have the right to terminate his employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company "without cause" (as defined in Paragraph 5 (a) (iii)). The Company and Executive have, contemporaneously herewith, executed an Indemnification Agreement may exercise such right of termination at any time within three (3) months following the “Indemnification Agreement”occurrence of the applicable event described in (i) and (iii) of this Paragraph 2(c), and within six (6) months following the occurrence of the applicable event described in (ii), (iv) and (v) of this Paragraph 2(c). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in his duties and responsibilities unless he shall give written notice of his consent thereto to the Board of the Company agrees that notwithstanding anything to within fifteen (15) days after receipt of such written proposal. If the contrary contained in the Indemnification AgreementExecutive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during the (e) The term of his employment hereunder, the Executive shall be entitled to nominate himself for election to the Board and the Company shall take all actions required for the Executive to be elected to the Board at "change in control" means the first Annual Meeting to occur of Shareholders the following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the Term.events:

Term and Positions. A. Subject (a) The period of employment of the Executive by the Company shall, subject to the provisions for renewal and earlier termination hereinafter providedas provided in this Employment Agreement, (i) the Term shall begin on the Effective Date shall continue until December 31, 2016 and (ii) provided if 2009, with automatic one year renewals thereafter. Notwithstanding the Executive is less than 65 years old as of the first day of each succeeding calendar year after December 31foregoing, 2016, the Term automatically shall be extended for successive additional calendar year periods, beginning with the calendar year commencing January 1, 2017 and continuing on each January 1 thereafter; provided, however, upon the occurrence of a Change in Control (as defined below), the Term shall automatically extend until December 31 of the fourth year after the occurrence of the Change in Control. This this Employment Agreement and the Executive’s employment may be terminated by the Company with “cause” (as hereinafter defined) at any time as provided in Section 4. This Employment Agreement and Executive’s employment may also be terminated by either the Executive or the Company at the end of the then current Term without cause upon not less than ninety (90) days prior written notice of non-renewal to the Executive. (b) During the term of this Employment Agreement given to the other party at least 90 days before the end of the then current Term, with the provisions of Section 4 applying to such non-renewal. Upon any terminationAgreement, the Executive shall be deemed to have ceased serving in all offices and directorships held by the Executive or the Company or its subsidiaries. B. The Executive shall be entitled to serve as the Executive Vice President and Chief Executive Officer of Leasing of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by the Executive: (i) the Executive shall not be required to report to any single individual and shall report only to the Board as an entire body, (ii) no other individual shall be elected or appointed as President or Chief Executive Officer of the Company, (iii) the other senior executive officers of the Company, with the exception of the Director of Internal Audit, shall report to no individual other than the Executive, and (iv) no individual or group of individuals (including a committee established or other designee appointed by the Board) shall have any authority over or equal to the authority of the Executive in his role as President and Chief Executive Officer, and neither the Company, the Board, nor any member of the Board shall take any action which will or could have the effect of, or appear to have the effect of, giving such authority to any such individual or group. For service as a director, an officer and employee of the Company, the Executive shall be entitled to the fullest indemnification permitted by law, including the full protection of the applicable indemnification provisions of the articles of incorporation and code of regulations of the Company, as the same may be amended from time to time. The , and any Indemnification Agreement between the Company and the Executive havethat was in effect as of December 28, contemporaneously herewith, executed an Indemnification Agreement 2008 and as the same may be amended from time to time thereafter (the “Indemnification Agreement”). (c) If: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in Paragraphs 1(b) and 2(b) without her consent; (ii) the Executive’s place of employment or the principal executive offices of the Company agrees that notwithstanding anything are located more than fifty (50) miles from the geographical center of Cleveland, Ohio; or (iii) there occurs a material breach by the Company of any of its obligations under this Employment Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives notice thereof to the contrary contained Company; then in any such event the Indemnification AgreementExecutive shall have the right to terminate her employment with the Company, but such termination shall not be considered a voluntary resignation or termination of such employment or of this Employment Agreement by the Executive but rather a discharge of the Executive by the Company without “cause” (as defined in Paragraph 5(a)(ii)). (d) The Executive shall be deemed not to have consented to any written proposal calling for a material change in her duties and responsibilities unless the Executive shall give written notice of her consent thereto to the Board within fifteen (15) days after receipt of such written proposal. If the Executive shall not have given such consent, the Company shall maintain in full force and effect D&O insurance similar in amount and terms as its peers during have the Term and for four opportunity to withdraw such proposed material change by written notice to the Executive given within ten (410) years thereafterdays after the end of said fifteen (15) day period. C. At all times during (e) Notwithstanding anything in this Employment Agreement to the term contrary, if there shall occur a “Change in Control” and a “Triggering Event” (as those terms are defined in the Amended and Restated Change in Control Agreement, dated December 29, 2008, between the Company and the Executive (the “Change in Control Agreement”)) under circumstances entitling the Executive to payments and benefits as specified in Article II, Paragraph 1 of his employment hereunderthe Change in Control Agreement, payments to the Executive will be governed by the Change in Control Agreement and the Executive shall not be entitled to nominate himself for election any additional benefits under this Employment Agreement except as to the Board that portion of any unpaid salary and the Company shall take all actions required for other benefits accrued and earned by the Executive hereunder up to be elected to and including the Board at the first Annual Meeting of Shareholders following Executive’s employment and at all subsequent Annual Meetings of Shareholders during the TermTermination Date (as defined in Paragraph 5(f)).