Common use of Title and Duties Clause in Contracts

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties shall be consistent with the general duties of a person performing such services. (b) The Employee shall devote all of the time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee shall not (i) render employment or other business-related services to any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheld. (c) The Employee shall, at all times in the performance of his employment duties hereunder, perform all such duties in a manner conducive to the efficient management of the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties Executive shall be consistent with have the general duties titles of President and Chief Executive Officer of the Company (“CEO”). In Executive’s capacity as CEO, Executive shall have the responsibilities typically required of a person performing such CEO, as well as any other services, acts and things as may be required from time to time by the Board of Directors of the Company (the “Board”). (b) The Employee shall devote At all times during Executive’s employment by the Company, Executive shall: (i) comply with all policies and procedures of the Company as in effect or as amended from time and attention reasonably necessary to carry out time; (ii) perform the duties of his position. The Employee's services assigned to the Corporation shall be rendered by him Executive in a diligent, trustworthy, professional and efficient manner, to the best of his ability. During Executive’s abilities and in the Termbest interests of the Company; (iii) devote Executive’s full business time, attention and effort to the Employee shall affairs of the Company; and (iv) not engage in any other business activities (i) render employment whether or not for gain, profit, or other pecuniary advantage) or any other actions that could harm the business or reputation of the Company or any of its affiliates. In performing his duties hereunder, Executive shall support and implement the business-related services , operational and strategic plans approved from time to any person, firm or corporation other than time by the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, Board and shall support and cooperate with the Company’s efforts to operate in any business that is competitive conformity with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership strategic plans approved by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldBoard. (c) The Employee shallDuring the Term, at all times in the performance of his employment duties hereunderExecutive shall not serve as an officer or director of, or otherwise perform all such duties in a manner conducive to the efficient management services for compensation for, any other entity without prior written consent of the Corporation. Board. Notwithstanding the foregoing sentence, Executive shall be permitted to, (di) The Employee acknowledges engage in charitable and community activities, (ii) participate in industry and trade organization activities, and (iii) manage his personal investments and affairs; provided, that (A) such activities do not conflict with or impair the effective performance execution of his Executive’s duties requires and (B) Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly or indirectly with the highest level business of integrity Parent and the Corporation's complete confidence in the Employee's relationship with other employees its subsidiaries except for (x) an investment of not more than five percent (5%) of the Corporation and with all persons dealt with in the course outstanding securities of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation a publicly-held company or (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consenty) investments made through public mutual funds.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties Employee shall be consistent with have the general duties titles and positions of a person performing such servicesChairman of the Board of Directors of the Company (the "Board"), President and Chief Executive Officer of the Company. (b) The In his capacities as Chairman of the Board, President and Chief Executive Officer, Employee shall devote all of report to and be responsible to the time and attention reasonably necessary to carry out the duties of his positionBoard. The Employee's services to the Corporation duties and responsibilities shall be rendered as specified and delegated by him to the best of his ability. During the TermBoard, but, in general, the Employee shall not (i) render employment or other business-related services to any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive such authority and such responsibilities as are consistent with the business authority and responsibilities of a Chairman of the CorporationBoard, other than ownership of not more than one (1%) percent of the outstanding shares in the capital President and Chief Executive Officer of a corporation, the shares of which are listed on corporation in a recognized stock exchange, similar business and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldindustry. (c) The Throughout the Employment Period, the Employee shallshall devote substantially all of his time, at all times in energy, skill and best efforts to the performance of his employment duties hereunder, perform all such duties hereunder in a manner conducive which will faithfully and diligently further the business and interests of the Company. Subject to the efficient management preceding sentence, the Employee may serve, or continue to serve, on the boards of directors of other entities and may engage in appropriate civic or charitable activities as long as such activities do not interfere or conflict with the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employmentduties pursuant to this Agreement and his responsibilities to the Company under this Agreement, and provided that any board of directors position is disclosed to the Board in writing at least 10 days in advance of Employee's election to such board of directors position. The Employee shall diligently serve agrees to abide by the Corporation during the continuance reasonable rules, regulations, instructions, personnel practices and policies of the Employee's employment to promote Company and any reasonable changes in the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as foregoing which may be reasonably required adopted from time to time by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consentCompany.

Title and Duties. On (a) During the terms Term, Executive shall be employed by the Company to serve as its President, effective as of the Effective Date, and CEO, effective as of November 1, 2012, subject to the conditions hereinafter set forthauthority and direction of the Company’s Board of Directors (the “Board”), and shall report directly to the Board. Executive shall perform such duties relating to the Company and its affiliates, including any subsequently-acquired affiliates (collectively the “Affiliates”), consistent with his position as President and CEO, as are assigned to him from time to time by the Board and any other duties undertaken or accepted by Executive consistent with such position. In that connection, throughout the Term Executive shall serve as president and chief executive officer and as a director of each of the Company’s subsidiaries which are material to the Business of the Company as determined by the Board in its discretion (collectively, the Employee “Material Subsidiaries”). Executive shall continue have such authority, responsibility and duties as are normally associated with the positions of President and CEO with respect to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties Company and with the positions of president and chief executive officer with respect to the Material Subsidiaries. Executive shall be consistent appointed to such positions with the general duties Company and the Material Subsidiaries effective as of a person performing such servicesthe Effective Date. (b) The Employee shall Subject to the provisions of this subsection 1.04(b), Executive agrees to devote substantially all of the his business time and attention reasonably necessary to carry out the duties of his position. The Employee's services efforts to the Corporation shall be rendered by him to Company as long as he is employed under this Agreement. Notwithstanding the best of his ability. During foregoing, Executive may continue, throughout the Term, the Employee shall not (i) render employment or other business-related services to any personengage in charitable, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares community and personal activities and in the capital management of a corporation, the shares of which are listed on a recognized stock exchangepersonal investments and his personal and family affairs, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of he may serve on the board of directors of up to two for-profit corporations, provided that such activities in the Corporation (aggregate do not conflict with the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldinterests of the Company or interfere with his obligations under this Agreement. (c) The Employee shall, at all times in the performance of his employment duties hereunder, perform all such duties in a manner conducive Executive shall be appointed to the efficient management Board effective as of the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity Effective Date and the Corporation's complete confidence in Company shall use its reasonable best efforts to cause Executive to be nominated for reelection to the Employee's relationship with other employees Board at each annual meeting of the Corporation and with all persons dealt with in the course stockholders of the Employee's employmentCompany held during the Term. The Employee Executive shall diligently serve the Corporation during the continuance receive no additional compensation for his service as a member of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consentBoard.

Title and Duties. On 3.1 The Company will employ Executive as its Chief Executive Officer, President, and Chief Financial Officer. As the terms Chief Executive Officer, President, and subject to Chief Financial Officer of the conditions hereinafter set forthCompany, the Employee Executive shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's manage the day-to-day affairs and operations of the Company, (b) have all of the duties shall and powers customarily associated with the offices of the Chief Executive Officer, President, and Chief Financial Officer, and (c) perform such responsibilities as the Board of Directors of the Company (the “Board”) may assign to him from time to time, which will be consistent with the general duties of a person performing such serviceshis positions. 3.2 Except as may otherwise be approved in advance by the Board, and except during vacation periods and reasonable periods of absence due to sick­ness, personal injury, or other disability, Executive will devote his full working time throughout the Term to the services required of him under this Agreement, and Executive will render his services exclusively to the Company, and, if requested, Affiliates (b) The Employee shall devote all as defined herein); provided, however, with the prior written consent of the time and attention reasonably necessary Board, which will not be unreasonably withheld, Executive may serve on the board of directors of certain organizations as long as such activities do not prevent Executive from fully performing his duties herein. Executive agrees to carry out the perform his duties of his position. The Employee's services to the Corporation shall be rendered by him under this Agreement to the best of his ability. During the Term, the Employee shall not (i) render employment or other business-related services to any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside ability and at a level of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive competency consistent with the business positions occupied, to act on all matters in a manner he reasonably believes to be in and not opposed to the best interests of the CorporationCompany, other than ownership of not more than one (1%) percent and to use his best efforts, skill, and ability to promote the profitable growth of the outstanding shares in Company. Executive may, with the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express prior written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS")Board, such consent which will not to be unreasonably withheld. (c) The Employee shall, at all times engage in any other business activities, whether or not such business activity is pursued for profit or for other purposes, as long as such activities do not prevent Executive from fully performing his duties herein. Executive may invest his assets in any manner he deems appropriate; provided, however, that such investment activities do not interfere with the performance of his employment duties hereunder, perform all such duties in a manner conducive to the efficient management of the Corporationduties. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties During the Term, the Executive shall be consistent serve the Company as Vice President, Category Management and in such other executive position of materially similar duties, authority and reporting responsibility for any Company subsidiary or Affiliate (as hereinafter defined) as requested by the Board of Directors of the Company (the “Board”). In addition, during the Term to the extent such office (or a comparable office) is maintained by any entity which, directly or indirectly, owns all of the outstanding common stock of the Company (each, a “Parent”), the Executive shall also serve in such same (or comparable) executive position with the general duties of a person performing such serviceseach Parent, without additional compensation hereunder. (b) The Employee shall devote all of the time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee Executive shall not (i) render employment or other businessbe employed by the Company on a full-related services to any person, firm or corporation other than time basis and shall perform such duties and responsibilities on behalf of the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive Company consistent with his positions with the business Company and its Affiliates and as may be designated from time to time by the Chief Executive Officer of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldCompany. (c) During the Term, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Employee shallExecutive shall not engage in any other business activity or serve in any industry, at all times trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing; provided, however, that so long as such activities do not interfere in any material manner, or give rise to a conflict of interest, with the performance of his employment the Executive’s duties hereunderand responsibilities hereunder or otherwise violate this Agreement, perform all such duties in a manner conducive the Executive may, without the necessity of seeking Board approval: (i) serve on industry, trade, professional, governmental, civic or charitable boards or committees disclosed to the efficient management of the CorporationBoard; (ii) deliver lectures and fulfill speaking engagements with trade or other business or social associations and (iii) manage his personal investments. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The EmployeeExecutive's duties job title shall be President and Chief Executive Officer of the Company. During the Employment Term the Executive shall have such authority and duties as are usual and customary for such position, and shall perform such other services and duties as the Board may from time to time designate consistent with such position, including, without limitation, general charge of the general duties Company's business and the strategic direction of the Company's business, subject to the direction and control of the Board. Throughout the Employment Term, the Company shall also nominate the Executive to serve as a person performing member of the Board and upon such servicesnomination Executive shall agree to so serve. (b) The Employee Executive shall devote all report solely to the Board. All senior officers of the Company shall report directly or indirectly through other senior officers, to the Executive, and the Executive shall be responsible for reviewing the performance of other senior officers of the Company, and shall from time and attention reasonably necessary to carry out time advise the duties Board of his positionrecommendations for any adjustments to the salaries of and bonus payments to such officers. The Employee's services to the Corporation Executive shall be rendered responsible for and, subject to discussion with and ratification by him the Board, have the authority to the best of his ability. During the Termenter into, the Employee shall not (i) render employment or other business-related services to any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive with the business contracts on behalf of the Corporation, Company with other than ownership of not more than one (1%) percent executives of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldCompany. (c) The Employee shall, at all times in the performance of Executive shall devote his employment duties hereunder, perform all best efforts and such duties in a manner conducive business time to the efficient management business affairs of the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support Company as may be reasonably required by him necessary for the performance discharge of his duties as President and Chief Executive Officer. The Executive may not engage in any other venture which is directly or indirectly in conflict or competition with the then existing business of the Company, nor may the Executive accept employment with any other individual or other entity; provided, however, the Executive may devote reasonable time and attention to: (i) serving as a director of, or member of a committee of the directors of, any not-for-profit organization, or engaging in other charitable or community activities; (ii) serving as (A) Chairman, President and Chief Executive Officer of Marcus Cable Company, L.L.C., and any of its affiliated companies ("MCC") and (B) an officer, director and stockholder of Marcus Cable Properties, Inc., the ultimate general partner of MCC; provided, however, the Executive shall no longer serve as President and Chief Executive Officer of MCC following the earlier to occur of (i) six (6) months after the Original Execution Date (subject to an additional six (6) month extension at the reasonable discretion of the Chairman of the Board), or (ii) a replacement President and Chief Executive Officer of MCC is appointed; and (iii) serving as a member of the board of directors (or other governing body) of MCC (or any successor entity) and other corporations and organizations, so long as such activities do not interfere unreasonably with the Executive's duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties During the Term, the Executive shall be consistent serve the Company as Executive Vice President, Product Creation and Supply Chain or in such other executive positions of materially similar duties, authority and reporting responsibility for any Company subsidiary or Affiliate (as hereinafter defined) as requested by the Board of Directors of the Company (the “Board”). In addition, during the Term to the extent such office (or a comparable office) is maintained by any entity which, directly or indirectly, owns all of the outstanding common stock of the Company (each, a “Parent”), the Executive shall also serve in such same (or comparable) executive position with the general duties of a person performing such serviceseach Parent, without additional compensation hereunder. (b) The Employee shall devote all of the time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee Executive shall not (i) render employment or other businessbe employed by the Company on a full-related services to any person, firm or corporation other than time basis and shall perform such duties and responsibilities on behalf of the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive Company consistent with his positions with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, Company and provided that such ownership its Affiliates and as may be designated from time to time by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldBoard. (c) During the Term, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Employee shallExecutive shall not engage in any other business activity or serve in any industry, at all times trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing; provided, however, that so long as such activities do not interfere in any material manner, or give rise to a conflict of interest, with the performance of his employment the Executive’s duties hereunderand responsibilities hereunder or otherwise violate this Agreement, perform all such duties in a manner conducive the Executive may, without the necessity of seeking Board approval: (i) serve on industry, trade, professional, governmental, civic or charitable boards or committees disclosed to the efficient management of the CorporationBoard; (ii) deliver lectures and fulfill speaking engagements with trade or other business or social associations and (iii) manage his personal investments. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties Executive shall be employed by the Company to serve as its President and CEO and perform such duties consistent with those positions and relating to the general Company and its affiliates, including any subsequently-acquired affiliates (collectively, the “Affiliates”), and shall report to the Company’s Board of Directors (the “Board”). In that capacity, Executive shall serve as president and chief executive officer and as a director of each of the Company’s subsidiaries that are material to the business of the Company, as determined by the Board in its discretion (collectively, the “Material Subsidiaries”). Executive shall have such authority, responsibility and duties as are normally associated with the positions of President and CEO with respect to the Company and with the positions of president and chief executive officer with respect to the Material Subsidiaries. Executive shall be appointed to such positions with the Company and the Material Subsidiaries on the Effective Date. All employees of the Company and the Material Subsidiaries shall report directly to Executive, except for those employees that the Board and Executive reasonably determine shall report directly to the Board or to a person performing such servicescommittee thereof. (b) The Employee shall Subject to the provisions of this Section 1.04(b), Executive agrees to devote substantially all of the his business time and attention reasonably necessary to carry out the duties of his position. The Employee's services efforts to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee shall not (i) render employment or other business-related services to any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that Company as long as he is competitive with the business employed as President and CEO of the CorporationCompany. Notwithstanding the foregoing, other than ownership of not more than one (1%) percent of the outstanding shares Executive may continue, throughout his employment, to engage in charitable, community and personal activities and in the capital management of a corporation, the shares of which are listed on a recognized stock exchangepersonal investments and his personal and family affairs, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of he may serve on the board of directors of up to two (2) for-profit corporations, provided that such activities in the Corporation (aggregate do not conflict with the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldinterests of the Company or interfere with his obligations under the terms of his employment with the Company. (c) The Employee shall, at all times in the performance of his employment duties hereunder, perform all such duties in a manner conducive Executive shall be appointed to the efficient management Board on the Effective Date, and the Company shall use its reasonable best efforts to cause Executive to be nominated for reelection to the Board at each annual meeting of the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees stockholders of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation Company held during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consentTerm.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) During the Term, the Executive shall serve the Company as its President and Chief Executive Officer reporting to the Board of Directors of the Company (the “Board”) and shall also serve in such other executive positions of materially similar duties, authority and reporting responsibility for any Company subsidiary or Affiliate (as hereinafter defined) as requested by the Board. In addition, during the Term the Executive shall also serve as Chief Executive Officer and President of Xxxxx Performance Sports Ltd., a corporation formed under the law of British Columbia, Canada (“BPS”). The Employee's duties shall be consistent with Executive further agrees to accept election, and to serve during all or any part of the general duties Term, as a director of a person performing the Company and of any subsidiary or Affiliate of the Company, without any compensation therefor other than that specified in this Agreement, if elected to any such servicesposition by the shareholders or by the board of directors of such entity, as the case may be. (b) The Employee shall devote all of the time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee Executive shall not (i) render employment or other businessbe employed by the Company on a full-related services to any person, firm or corporation other than time basis and shall perform such duties and responsibilities on behalf of the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive Company consistent with his positions with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, Company and provided that such ownership its Affiliates and as may be designated from time to time by the Employee is a purely passive investment; Board or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldby its designees. (c) During the Term, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Employee shallExecutive shall not engage in any other business activity or serve in any industry, at all times trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing; provided, however, that so long as such activities do not interfere in any material manner, or give rise to a conflict of interest, with the performance of his employment the Executive’s duties hereunderand responsibilities hereunder or otherwise violate this Agreement, perform all such duties in a manner conducive the Executive may, without the necessity of seeking Board approval: (i) serve on industry, trade, professional, governmental, civic or charitable boards or committees disclosed to the efficient management of the CorporationBoard; (ii) deliver lectures and fulfill speaking engagements with trade or other business or social associations and (iii) manage his personal investments. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On (i) Executive shall serve as the terms President and Chief Executive Officer of the Company. (ii) Executive's employment shall be for an initial term of three (3) years, commencing from May 1, 2003. The term of this Agreement shall be automatically extended on the day after the second year anniversary of the date of this Agreement, and on each anniversary thereof, for an additional two (2)-year periods unless, with respect to any such extension, either party notifies the other in writing, not less than 60 days prior to any anniversary hereof, that he or it, as the case may be, desires to terminate this Agreement as of the end of its term. (iii) Executive shall report to the Board of Directors (the "Board") and in his capacity as an officer of the Company shall perform such duties and services as may be appropriate and as are assigned to him by the Board. During the term of this Agreement, Executive shall, subject to the conditions hereinafter set forthdirection of the Board of Directors of the Company, oversee and direct the Employee operations of the Company, and shall continue perform such duties as are customarily performed by the President and CEO of a company such as the Company or as are otherwise delegated to render him from time to time by the Company's Board or such other duties as may from time to time be assigned to him by the Board of Directors. (iv) During the term of this Agreement, except as otherwise approved by the Board of Directors or as provided below, Executive shall devote substantially all of his entire working time, attention and energy to the business and affairs of the Company and in the advancement of the best interests of the Company and its subsidiaries. The foregoing shall not, however, preclude Executive from devoting reasonable time, attention and energy in connection with the following activities, provided that such activities do not materially interfere with the performance of his duties and services as Senior Sales Manager for the Corporation, as follows: hereunder: (a) The Employee's duties shall be consistent with the general duties serving as a director or a member of a person performing committee of any company or organization, if serving in such services. (b) The Employee shall devote all of the time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee shall capacity does not (i) render employment or other business-related services to involve any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive conflict with the business of the CorporationCompany or any subsidiary and such other company or organization is not in competition, other than ownership of not more than one (1%) percent in any manner whatsoever, with the business of the outstanding shares in the capital Company or any of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investmentits subsidiaries; or (iiib) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheld. fulfilling speaking engagements; (c) The Employee shall, at all times engaging in the performance of his employment duties hereunder, perform all such duties in a manner conducive to the efficient management of the Corporation. charitable and community activities; and (d) The Employee acknowledges that managing his personal business and investments. Specifically, during the effective performance entire term of this Agreement, including any extension thereof, the Executive shall devote his duties requires full business time, effort, skill and attention to the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees affairs of the Corporation Company and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment its subsidiaries, will use his best efforts to promote the interests of the Corporation (Company, and its Affiliates)will discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices. The Corporation covenants and agrees to conduct itself with In furtherance of the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.foregoing:

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The EmployeeExecutive's duties job title shall be Senior Vice-President and Chief Operating Officer of the Company. During the Employment Term the Executive shall have such authority and duties as are customary in such position, and shall perform such other services and duties as the Board may from time to time designate consistent with such position. During the general duties Employment Term, the Company shall also nominate the Executive to serve as a member of a person performing the Board and upon such servicesnomination Executive shall agree to so serve. (b) The Employee Executive shall report solely to the Chief Executive Officer. All other senior radio operating executives of the Company shall report (not necessarily exclusively), directly or indirectly through other senior officers, to the Executive, and the Executive shall be responsible for reviewing the performance of such senior radio operating executives of the Company. (c) The Executive shall devote all his full business time and best efforts to the business affairs of the Company; however, the Executive may devote reasonable time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee shall not to: (i) render employment serving as a director of, or member of a committee of the directors of, any not-for-profit organization or engaging in other business-related services to any person, firm charitable or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; community activities; (ii) have any ownership interestserving as a director of, direct or indirectmember of a committee of the directors of, the corporations or organizations for which the Executive presently serves in any business such capacity, and such other corporations and organizations that is the Board may from time to time approve in the future; and (iii) with the approval of the Board, which approval shall not be withheld unreasonably, engaging in certain ancillary activities not directly competitive with the business of the CorporationCompany (such as the establishment of a satellite broadcasting business in association with the Company or the establishment or purchase of stations in such municipalities as are mutually agreed to by the Executive and the Board for activities such as simulcasting of programming provided by the Company), so long as such activities do not interfere unreasonably with the Executive's duties hereunder; provided, that except as specified above, the Executive may not accept employment with any other than ownership of not more than one (1%) percent individual or other entity, or engage in any other venture which is indirectly or directly in conflict or competition with the then existing business of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldCompany. (c) The Employee shall, at all times in the performance of his employment duties hereunder, perform all such duties in a manner conducive to the efficient management of the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties Executive shall be consistent with have the general duties titles of Vice President, Sales and Marketing. In Executive’s capacity as Vice President, Sales and Marketing, Executive shall have the responsibilities typically required of a person performing such senior executive in charge of sales and marketing, as well as any other services, acts and things as may be required from time to time by the Board of Directors of the Company (the “Board”). (b) The Employee shall devote At all times during Executive’s employment by the Company, Executive shall: (i) comply with all policies and procedures of the Company as in effect or as amended from time and attention reasonably necessary to carry out time; (ii) perform the duties of his position. The Employee's services assigned to the Corporation shall be rendered by him Executive in a diligent, trustworthy, professional and efficient manner, to the best of his ability. During Executive’s abilities and in the Termbest interests of the Company; (iii) devote Executive’s full business time, attention and effort to the Employee shall affairs of the Company; and (iv) not engage in any other business activities (i) render employment whether or not for gain, profit, or other pecuniary advantage) or any other actions that could harm the business or reputation of the Company or any of its affiliates. In performing his duties hereunder, Executive shall support and implement the business-related services , operational and strategic plans approved from time to any person, firm or corporation other than time by the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, Board and shall support and cooperate with the Company’s efforts to operate in any business that is competitive conformity with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership strategic plans approved by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldBoard. (c) The Employee shallDuring the Term, at all times in the performance of his employment duties hereunderExecutive shall not serve as an officer or director of, or otherwise perform all such duties in a manner conducive to the efficient management services for compensation for, any other entity without prior written consent of the Corporation. Board. Notwithstanding the foregoing sentence, Executive shall be permitted to, (di) The Employee acknowledges engage in charitable and community activities, (ii) participate in industry and trade organization activities, and (iii) manage his personal investments and affairs; provided, that (A) such activities do not conflict with or impair the effective performance execution of his Executive’s duties requires and (B) Executive shall not have any ownership interest (of record or beneficial) in any firm, corporation, partnership, proprietorship or other business that competes directly or indirectly with the highest level business of integrity Parent and the Corporation's complete confidence in the Employee's relationship with other employees its subsidiaries except for (x) an investment of not more than five percent (5%) of the Corporation and with all persons dealt with in the course outstanding securities of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation a publicly-held company or (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consenty) investments made through public mutual funds.

Title and Duties. On (i) Executive shall serve as Vice President, Production of the terms Company. (ii) Executive’s employment shall be for an initial term of one (1) year, commencing from April 1, 2006. The term of this Agreement shall be automatically extended on the day after the first year anniversary of the date of this Agreement, and on each second anniversary thereof, for an additional two (2)-year periods unless, with respect to any such extension, either party notifies the other in writing, not less than 60 days prior to any anniversary hereof, that he or it, as the case may be, desires to terminate this Agreement as of the end of its term. (iii) Executive shall report to the Chief Executive Officer (the “CEO”) and in his capacity as an officer of the Company shall perform such duties and services as may be appropriate and as are assigned to him by the CEO. During the term of this Agreement, Executive shall, subject to the conditions hereinafter set forthdirection of the CEO, oversee and direct the Employee operations of the Company, and shall continue perform such duties as are customarily performed by a vice president of production of a company such as the Company or as are otherwise delegated to render him from time to time by the Company’s CEO. (iv) During the term of this Agreement, except as otherwise approved by the CEO or as provided below, Executive shall devote substantially all of his entire working time, attention and energy to the business and affairs of the Company and in the advancement of the best interests of the Company and its subsidiaries. The foregoing shall not, however, preclude Executive from devoting reasonable time, attention and energy in connection with the following activities, provided that such activities do not materially interfere with the performance of his duties and services as Senior Sales Manager for the Corporation, as follows: hereunder: (a) The Employee's duties shall be consistent with the general duties serving as a director or a member of a person performing committee of any company or organization, if serving in such services. (b) The Employee shall devote all of the time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee shall capacity does not (i) render employment or other business-related services to involve any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive conflict with the business of the CorporationCompany or any subsidiary and such other company or organization is not in competition, other than ownership of not more than one (1%) percent in any manner whatsoever, with the business of the outstanding shares in the capital Company or any of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investmentits subsidiaries; or (iiib) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheld. fulfilling speaking engagements; (c) The Employee shall, at all times engaging in the performance of his employment duties hereunder, perform all such duties in a manner conducive to the efficient management of the Corporation. charitable and community activities; and (d) The Employee acknowledges that managing his personal business and investments. Specifically, during the effective performance entire term of this Agreement, including any extension thereof, the Executive shall devote his duties requires full business time, effort, skill and attention to the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees affairs of the Corporation Company and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment its subsidiaries, will use his best efforts to promote the interests of the Corporation (Company, and its Affiliates)will discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices. The Corporation covenants and agrees to conduct itself with In furtherance of the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.foregoing:

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's duties During the Term, the Executive shall be consistent serve the Company as the Chief Financial Officer or in such other executive positions of materially similar duties, authority and reporting responsibility for any Company subsidiary or Affiliate (as hereinafter defined) as requested by the Board of Directors of the Company (the “Board”). In addition, during the Term to the extent such office (or comparable office) is maintained by any entity which, directly or indirectly, owns all of the outstanding common stock of the Company (each, a “Parent”), the Executive shall also serve in such same (or comparable) executive position with the general duties of a person performing such serviceseach Parent, without additional compensation hereunder. (b) The Employee shall devote all of the time and attention reasonably necessary to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee Executive shall not (i) render employment or other businessbe employed by the Company on a full-related services to any person, firm or corporation other than time basis and shall perform such duties and responsibilities on behalf of the Corporation (or Company and its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive Affiliates consistent with his positions with the business Company and its Affiliates and as may be designated from time to time by the Chief Executive Officer of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldCompany. (c) During the Term, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Employee shallExecutive shall not engage in any other business activity or serve in any industry, at all times trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing; provided, however, that so long as such activities do not interfere in any material manner, or give rise to a conflict of interest, with the performance of his employment the Executive’s duties hereunderand responsibilities hereunder or otherwise violate this Agreement, perform all such duties in a manner conducive the Executive may, without the necessity of seeking Board approval: (i) serve on industry, trade, professional, governmental, civic or charitable boards or committees disclosed to the efficient management of the CorporationBoard; (ii) deliver lectures and fulfill speaking engagements with trade or other business or social associations and (iii) manage his personal investments. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On (a) During the terms Term, (i) Executive shall serve as the President and CEO of the Company and the Bank, subject to the conditions hereinafter set forthauthority and direction of the Company's Board of Directors (the “Board”), and shall report solely and directly to the Board; (ii) Executive shall perform such duties relating to the Company, the Employee shall continue to render services Bank and their affiliates, including any subsequently-acquired affiliates (collectively, the “Affiliates”), consistent with his positions as Senior Sales Manager for the CorporationPresident and CEO, as follows: (a) The Employee's are assigned to him from time to time by the Board and any other duties shall be undertaken or accepted by Executive consistent with such positions; and (iii) Executive shall have such authority, responsibility and duties with respect to the general duties Company and the Bank as are normally associated with such positions. In that connection, throughout the Term, Executive shall serve as president and chief executive officer and as a director of a person performing such serviceseach of the Company's subsidiaries which are material to the Business of the Company as determined by the Board in its discretion (collectively, the “Material Subsidiaries”). (b) The Employee shall Subject to the provisions of this subsection 1.04(b), Executive agrees to devote substantially all of the his business time and attention reasonably necessary efforts to carry out Flagstar as long as he is employed under this Agreement. Notwithstanding the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During foregoing, Executive may continue, throughout the Term, the Employee shall not (i) render employment or other business-related services to any personengage in charitable, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares community and personal activities and in the capital management of a corporation, the shares of which are listed on a recognized stock exchangepersonal investments and his personal and family affairs, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of he may serve on the board of directors of up to two for-profit corporations, provided that such activities in the Corporation (aggregate do not conflict with the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldinterests of Flagstar or interfere with his obligations under this Agreement. (c) The Employee shall, at all times in the performance of his employment duties hereunder, perform all such duties in a manner conducive Executive shall be appointed to the efficient management Board effective as of the Corporation. (d) The Employee acknowledges that effective date of receipt of non-objection from the effective performance Federal Reserve for the Executive to serve as a director of his duties requires the highest level of integrity Company; and the Corporation's complete confidence in Company shall use its reasonable best efforts to cause Executive to be nominated for reelection to the Employee's relationship with other employees Board at each annual meeting of the Corporation and with all persons dealt with in the course stockholders of the Employee's employment. The Employee shall diligently serve the Corporation Company held during the continuance Term. Executive shall receive no additional compensation for his service as a member of the Employee's employment to promote Board (or, if applicable, the interests Board of Directors of the Corporation (and its AffiliatesBank). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties or the current geographic location of employment without the Employee's prior written consent.

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The EmployeeExecutive's duties job title shall be President and Chief Executive Officer of the Company. During the Employment Term the Executive shall have such authority and duties as are usual and customary for such position, and shall perform such other services and duties as the Board may from time to time designate consistent with such position, including, without limitation, general charge of the general duties Company's business and the strategic direction of the Company's business, subject to the direction and control of the Board. Throughout the Employment Term, the Company shall also nominate the Executive to serve as a person performing member of the Board and upon such servicesnomination Executive shall agree to so serve. (b) The Employee Executive shall devote all report solely to the Board. All senior officers of the Company shall report directly or indirectly through other senior officers, to the Executive, and the Executive shall be responsible for reviewing the performance of other senior officers of the Company, and shall from time and attention reasonably necessary to carry out time advise the duties Board of his positionrecommendations for any adjustments to the salaries of and bonus payments to such officers. The Employee's services to the Corporation Executive shall be rendered responsible for and, subject to discussion with and ratification by him the Board, have the authority to the best of his ability. During the Termenter into, the Employee shall not (i) render employment or other business-related services to any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive with the business contracts on behalf of the Corporation, Company with other than ownership of not more than one (1%) percent executives of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheldCompany. (c) The Employee shall, at all times in the performance of Executive shall devote his employment duties hereunder, perform all best efforts and such duties in a manner conducive business time to the efficient management business affairs of the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support Company as may be reasonably required by him necessary for the performance discharge of his duties as President and Chief Executive Officer. The Executive may not engage in any other venture which is directly or indirectly in conflict or competition with the then existing business of the Company, nor may the Executive accept employment duties hereunder. Notwithstanding anything contained herein to with any other individual or other entity; provided, however, the contraryExecutive may devote reasonable time and attention to: (i) serving as a director of, nothing or member of a committee of the directors of, any not-for-profit organization or engaging in this Agreement shall permit the Corporation to make substantive changes to the Employee's responsibilities, duties other charitable or the current geographic location of employment without the Employee's prior written consent.community activities;

Title and Duties. On the terms and subject to the conditions hereinafter set forth, the Employee shall continue to render services as Senior Sales Manager for the Corporation, as follows: (a) The Employee's Effective as of the Effective Date, the Board of Directors of Broadpoint (the “Board”) shall appoint Employee as a member and Chairman of the Board and thereafter during the Employment Period shall nominate Employee for election as a member of the Board when his seat on the Board is up for re-election. While serving on the Board, Employee shall serve as Chairman of Broadpoint and shall (i) have the duties, responsibilities and authority commensurate with such position and such other duties shall and responsibilities as are otherwise set forth in Broadpoint’s By-Laws, (ii) be responsible for the origination and execution of signature investment banking transactions, (iii) assist in building Broadpoint, Company and their investment banking brand through pro active interaction with the media, and (iv) work with the Chief Executive Officer of Broadpoint and Company on strategic direction and sourcing capital consistent with the general duties business plan of a person performing such servicesBroadpoint and Company. (bi) The During the Employment Period, Employee shall serve as a senior member of the Investment Banking Division of Company and its affiliates (the “Division”), (ii) during the portion of the Employment Period that Partners is “Company” for purposes of this Agreement, Employee shall also serve as the Chief Executive Officer of Partners, with such duties and responsibilities as are commensurate with such position, and (iii) during the Employment Period, Employee shall devote substantially all of the his working time and attention reasonably necessary during normal working hours to carry out the duties of his position. The Employee's services to the Corporation shall be rendered by him to the best of his ability. During the Term, the Employee shall not (i) render employment or other business-related services to any person, firm or corporation other than the Corporation (or its Affiliated entities), either within or outside of business hours; (ii) have any ownership interest, direct or indirect, in any business that is competitive with the business of the Corporation, other than ownership of not more than one (1%) percent of the outstanding shares in the capital of a corporation, the shares of which are listed on a recognized stock exchange, and provided that such ownership by the Employee is a purely passive investment; or (iii) become a director, officer or agent of any other corporation, without the express written consent of the board of directors of the Corporation (the "BOARD OF DIRECTORS"), such consent not to be unreasonably withheld. (c) The Employee shall, at all times in the performance of his employment duties hereunder, perform all such duties in a manner conducive to the efficient management of the Corporation. (d) The Employee acknowledges that the effective performance of his duties requires the highest level of integrity and the Corporation's complete confidence in the Employee's relationship with other employees of the Corporation and with all persons dealt with in the course of the Employee's employment. The Employee shall diligently serve the Corporation during the continuance of the Employee's employment to promote the interests of the Corporation (and its Affiliates). The Corporation covenants and agrees to conduct itself with the highest degree of integrity and to consistently supply the Employee throughout the Term with all such support as may be reasonably required by him for the performance of his employment duties hereunder. For purposes of any applicable regulatory or self regulatory requirements, Employee’s supervisory duties and responsibilities shall be as set forth in the Joint Marketing Agreement to be entered into, and on terms mutually agreed between the date hereof and the Effective Date, by Partners and Capital. Notwithstanding anything contained herein to the contraryforegoing, nothing in this Agreement shall permit restrict Employee from managing his personal investments, personal business affairs and other personal matters, or serving on civic or charitable boards or committees, if such activities do not interfere with the Corporation performance of his duties hereunder or conflict with the Company’s interests (it being understood that Employee’s continued provision of services to make substantive changes Gleacher Mezzanine Funds and Gleacher Fund Advisors at the same level as Employee provided such services prior to the Employee's responsibilities, duties or Effective Date shall in no event be deemed a violation of this Section 2(b); provided that Employee does not devote more than ten hours to the current geographic location provision of employment without such services during any month during the Employee's prior written consentEmployment Period).