Common use of Title and Job Duties Clause in Contracts

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the Company agrees to employ Executive as Co-CEO of the Company. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s position. Executive shall report to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by the Board. (b) Executive accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx or the Board that are consistent with his position as Co-CEO. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations with the prior written approval of the Board, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list of the companies the Board approves of the Executive being an investor and/or board member. (d) Executive may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control more than one percent (1%) of the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency or other entity or person (other than the Company) which is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devices.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the Company agrees to continue to employ Executive as Co-CEO President, CFO and Vice Chairman of the CompanyBoard. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s positionposition as President, CFO and Vice Chairman of the Board. Executive shall report directly to Rxxxxx Xxxxxxx, Jr., the Chief Executive Officer (“CEO”). Executive’s Co-CEO (“Gxxxxxx”)office shall be located in Woodbury, or such other person designated by the BoardNew York. (b) Executive accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx the CEO or the Board that are consistent with his position as Co-CEOPresident or his position as CFO. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the BoardCompany, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, (iii) serving on the board of directors of a family owned business owned by members of Executive’s family, and (iiiiv) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list of the companies the Board approves of the Executive being an investor and/or board member. (d) Executive may own passive investments in Competing Businesses, defined below, below (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control control, directly or indirectly, more than one percent (1%) of the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency company or other entity or person (other than the Company) which is engaged in any business carried on by any of the developmentCompany, manufactureits parents, marketingsubsidiaries, distribution divisions or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devicesaffiliates.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the Company agrees to employ Executive as Co-CEO of the Company. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s positionChief Operating Officer. Executive shall report directly to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by the BoardChief Executive Officer. (b) Executive accepts such employment and agrees, agrees during the term of his employment, Term to devote his full business and professional time and energy to the Company, except as indicated on Appendix B, and agrees faithfully to perform his duties and responsibilities in an efficient, trustworthy and business-like manner. Executive also agrees that the Chief Executive Officer shall determine from time to time such other duties as may be assigned to Executive. Executive agrees to carry out and abide by all lawful such directions of Gxxxxxx or the Board Chief Executive Officer. Executive’s principal place of employment shall be 0000X XX Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, XX 00000; provided, however, that are consistent with his position as Co-CEOExecutive understands and agrees that Executive will be required to travel from time to time for business reasons. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the BoardCompany, as indicated on Appendix B, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder. The foregoing limitation shall not apply to Executive’s involvement in associations, charities and service on another entity’s board of directors, provided that the foregoing shall such involvement does not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations with the prior written approval of the Board, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflictresponsibilities (and as it pertains to any service on another entity’s board of directors, provided such action is pre-approved by the Company). Attached as Exhibit E hereto is a list Notwithstanding any of the companies foregoing, Executive will be permitted to engage in the Board approves of activities approved by the Executive being an investor and/or board member. (d) Executive may Compensation Committee and to purchase or own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control more less than one five percent (15%) of the outstanding voting rights publicly traded securities of any Person (as defined below); provided that, in the latter case such ownership represents a passive investment and that Executive is not a controlling Person of, or equity a member of a group that controls, such Person; provided further that, the Competing Businessactivities described above do not interfere with the performance of Executive’s duties and responsibilities to Company as provided hereunder. As used herein, “Competing BusinessPerson” means any an individual, corporation, partnership, joint venture, limited liability company, universityunincorporated organization, government agency trust, association or other entity or person (other than the Company) which is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devicesentity.

Title and Job Duties. (a) Subject to Upon the terms and conditions set forth in this Agreement, and subject to Exhibit A heretocommencing on the Effective Date, the Company agrees to employ continues the employment of Executive as Co-CEO of the Companyits President and Chief Executive Officer. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those of persons as are inherent in similar capacities such positions and specified in similarly sized companiesthe Company's By-Laws, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “"Board”") shall designate from time to time that are not inconsistent with the Executive’s position's positions. Executive shall report directly to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”)the Board and the Chairman of the Board, or such other person designated by that the BoardChairman shall direct. All employees of the Company shall report directly to Executive or his designee. (b) Executive accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx or the Board and the Chairman of the Board that are consistent with his position as Co-CEOpositions. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder; provided, provided that however, the foregoing shall not prevent the Executive from the following, so long as such activities in the aggregate do not materially interfere or conflict with Executive's duties hereunder or create a potential business or fiduciary conflict: (i) serving on the boards of directors of non-profit and/or profit organizations and, with the prior written approval of the Board, other for profit companies; (ii) participating in charitable, civic, educational, professional, community or industry affairs, ; and (iii) managing Executive’s 's passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list of the companies the Board approves of the Executive being an investor and/or board memberinvestments. (d) Executive may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds) in the securities of Competing Businesses (as defined below), provided the such securities of the Competing Business are publicly traded and Executive does not own or control more than one percent (1%) 1.0% of the outstanding voting rights or equity of the Competing Business. “"Competing Business” " means any corporation, partnership, limited liability company, university, government agency or other entity or person (other than the Company) which that is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutionselectronic components used to control the frequency or timing of signals in electronic circuits. (e) Throughout the Term, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devicesExecutive shall maintain his Department of Defense Secret Clearance.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the The Company hereby agrees to employ the Executive as Co-CEO in the position of the CompanyChief Executive Officer. In this capacity, Executive shall report to the Company’s Board of Directors (the “Board”) and shall have the duties, authorities and responsibilities that are commensurate with those of persons in similar capacities in similarly sized companies, his title and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate designated from time to time by the Board. In performing his duties, Executive will be primarily based out of the Company’s Manhattan, New York office; provided that are not inconsistent with Executive may be required to travel on Company business from time to time as necessary or at the Executive’s position. Executive shall report to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by direction of the Board. (b) Executive accepts such employment and agrees, during shall devote the term majority of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx or the Board that are and to comply with all standards of performance, policies, and other rules and regulations heretofore established by Company and or hereafter established by Company. In addition, Executive agrees to serve in such other capacities or offices consistent with his position as Co-CEOto which he may be assigned, appointed or elected from time to time by the Board. (c) Executive will also serve as the Chief Executive Officer of P10, Inc. (“P10”), of which the Company is an indirect wholly-owned subsidiary. The Company will also cause Executive’s appointment to the Board of Directors of P10 (the “P10 Board”) effective as of the Start Date (as defined below) and shall nominate Executive for election to the P10 Board at each annual meeting of stockholders held during the Term. (d) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder, ; provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of or holding any other offices or positions in non-profit and/or profit organizations organizations, (ii) with the prior written approval of the Board, serving on the board of directors or advisory boards of other for-profit companies, (iiiii) participating in charitable, civic, educational, professional, community community, or industry affairs, and or (iiiiv) managing Executive’s passive personal investments investments, so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list After the first anniversary of the companies Start Date, Executive will be permitted to serve on the board of directors or advisory board for one (1) for-profit company without the prior written approval of the Board approves provided that Executive discloses such service to the Board and Executive’s service does not conflict with Executive’s fiduciary duty to the Company or create any appearance thereof or otherwise compete with the current or potential business operations of the Executive being an investor and/or board memberCompany. (d) Executive may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control more than one percent (1%) of the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency or other entity or person (other than the Company) which is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devices.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the Company agrees to employ Executive as Co-CEO of the Company. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s position. Executive shall report to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by the Board. (b) Executive accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx or the Board that are consistent with his position as Co-CEO. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations with the prior written approval of the Board, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E C hereto is a list of the companies the Board approves of the Executive being an investor and/or board member. (d) Executive may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control more than one percent (1%) of the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency or other entity or person (other than the Company) which is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devices.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the The Company hereby agrees to continue to employ the Executive as Co-CEO in the position of the CompanyChief Executive Officer. In this capacity, Executive shall report to the Company’s Board of Directors (the “Board”) and shall have the duties, authorities and responsibilities that are commensurate with those of persons in similar capacities in similarly sized companies, his title and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate designated from time to time by the Board. In performing his duties, Executive will be primarily based out of the Company’s Manhattan, New York office; provided that are not inconsistent with Executive may be required to travel on Company business from time to time as necessary or at the Executive’s position. Executive shall report to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by direction of the Board. (b) Executive accepts such employment and agrees, during shall devote the term majority of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx or the Board that are and to comply with all standards of performance, policies, and other rules and regulations heretofore established by Company and or hereafter established by Company. In addition, Executive agrees to serve in such other capacities or offices consistent with his position as Co-CEOto which he may be assigned, appointed or elected from time to time by the Board. (c) Executive will also continue to serve as the Chief Executive Officer of P10, Inc. (“P10”), of which the Company is an indirect wholly-owned subsidiary. The Company will also cause Executive to continue to serve on the Board of Directors of P10 (the “P10 Board”) and shall nominate Executive for election to the P10 Board at each annual meeting of stockholders held during the Term. (d) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder, ; provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of or holding any other offices or positions KL3 3722779.5 in non-profit and/or profit organizations organizations, (ii) with the prior written approval of the Board, serving on the board of directors or advisory boards of other for-profit companies, (iiiii) participating in charitable, civic, educational, professional, community community, or industry affairs, and or (iiiiv) managing Executive’s passive personal investments investments, so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list Executive will be permitted to serve on the board of directors or advisory board for one (1) for-profit company without the prior written approval of the companies Board provided that Executive discloses such service to the Board approves and Executive’s service does not conflict with Executive’s fiduciary duty to the Company or create any appearance thereof or otherwise compete with the current or potential business operations of the Executive being an investor and/or board memberCompany. (d) Executive may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control more than one percent (1%) of the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency or other entity or person (other than the Company) which is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devices.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the Company agrees to employ Executive as Co-CEO of the Company. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s positionChief Financial Officer. Executive shall report directly to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by the BoardChief Executive Officer. (b) Executive accepts such employment and agrees, agrees during the term of his employment, Term to devote his her full business and professional time and energy to the Company, except as indicated on Appendix B, and agrees faithfully to perform her duties and responsibilities in an efficient, trustworthy and business-like manner. Executive also agrees that the Chief Executive Officer shall determine from time to time such other duties as may be assigned to Executive. Executive agrees to carry out and abide by all lawful such directions of Gxxxxxx or the Board Chief Executive Officer. Executive’s principal place of employment shall be the principal offices of the Company currently located in Houston, Texas; provided, however, that are consistent with his position as Co-CEOExecutive understands and agrees that Executive will be required to travel from time to time for business reasons. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the BoardCompany, as indicated on Appendix B, render services of a business or commercial nature on his her own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his her employment hereunder. The foregoing limitation shall not apply to Executive’s involvement in associations, charities and service on another entity’s board of directors, provided that the foregoing shall such involvement does not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations with the prior written approval of the Board, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflictresponsibilities (and as it pertains to any service on another entity’s board of directors, provided such action is pre-approved by the Company). Attached as Exhibit E hereto is a list Notwithstanding any of the companies foregoing, Executive will be permitted to engage in the Board approves of activities approved by the Executive being an investor and/or board member. (d) Executive may Compensation Committee and to purchase or own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control more less than one five percent (15%) of the outstanding voting rights publicly traded securities of any Person (as defined below); provided that, in the latter case such ownership represents a passive investment and that Executive is not a controlling Person of, or equity a member of a group that controls, such Person; provided further that, the Competing Businessactivities described above do not interfere with the performance of Executive’s duties and responsibilities to Company as provided hereunder. As used herein, “Competing BusinessPerson” means any an individual, corporation, partnership, joint venture, limited liability company, universityunincorporated organization, government agency trust, association or other entity or person (other than the Company) which is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devicesentity.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A heretocommencing on the Effective Date, the Company agrees to employ Executive Employee as Co-Interim CFO. Employee shall report directly to the CEO and the Board of Directors or otherwise as designated by the Company. In this capacity. (b) Employee accepts such employment and agrees, Executive shall have during the dutiesterm of their employment, authorities to devote reasonable business and professional time and energy to the Company, and agrees faithfully to perform his duties and responsibilities commensurate with those of persons in similar capacities in similarly sized companiesan efficient, trustworthy and such other duties, authorities and responsibilities as business-like manner. Employee also agrees that the Board of Directors of the Company (the “Board”) shall designate determine from time to time that are not inconsistent with the Executive’s position. Executive shall report to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by the Board. (b) Executive accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy reasonable duties as may be assigned to the CompanyEmployee. Executive Employee agrees to carry out and abide by all lawful such directions of Gxxxxxx or the Board that are consistent with his position as Co-CEOBoard. Employee shall provide up to 25 hours of service to the Company for each week of the Term hereunder. (c) Without limiting the generality of the foregoing, Executive Employee shall not, without the written approval of the BoardCompany, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunderhereunder other than those services which he may provide as needed to Fresh Notion Financial Services. The foregoing limitation shall not apply to Employee’s involvement in associations, charities and service on another entity’s board of directors, provided that such involvement does not interfere with Employees responsibilities (and as it pertains to any service on another entity’s board of directors, provided such action is pre-approved by the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations with the prior written approval of the Board, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list of the companies the Board approves of the Executive being an investor and/or board memberCompany). (d) Executive Initially, the employment will be on a probationary basis for two (2) months. During the probationary period, employment may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided be terminated at the securities discretion of the Competing Business are publicly traded Company on one week’s notice or by payment of one week's salary in lieu of notice. The Company reserve the right to extend the probationary period but it will not in any case exceed two (2) months unless mutually extended in writing by the parties. Notwithstanding the above, the Employees employment hereunder is on an at-will basis meaning that the parties may terminate this Agreement at any time without cause and Executive does not own or control more than one percent (1%) of subject to the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency or other entity or person (other than the Company) which is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devicesprovisions hereof.

Title and Job Duties. (a) Subject to the terms and conditions set forth in this Agreement, and subject to Exhibit A hereto, the Company agrees to employ Executive as Co-CEO of the CompanyCEO. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s positionposition as CEO. Executive shall report directly to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by the Board. All employees of the Company shall report directly to Executive or his designee. (b) Executive accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx or the Board and the Chairman of the Board that are consistent with his position as Co-CEOChief Executive Officer. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the BoardCompany, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations and, with the prior written approval of the Board, other for profit companies (provided that no such written approval is necessary for Executive’s continued service on the board of directors of Broadwind Energy Inc.), (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list of the companies the Board approves of the Executive being an investor and/or board member. (d) Executive may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds), provided the securities of the Competing Business are publicly traded and Executive does not own or control more than one percent (1%) of the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency company or other entity or person (other than the Company) which is engaged in any business (i) presently carried on by the development, manufacture, marketing, distribution or sale ofCompany, or research directed (ii) in which the Company, the Board and senior management together consider engaging in the twelve (12) months prior to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other electronic devicesthe termination of Executive’s employment.

Title and Job Duties. (a) Subject to Upon the terms and conditions set forth in this Agreement, and subject to Exhibit A heretocommencing on the Effective Date, the Company agrees to employ continues the employment of Executive as Co-CEO of the Companyits President and Chief Executive Officer. In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with those of persons as are inherent in similar capacities such positions and specified in similarly sized companiesthe Company’s By-Laws, and such other duties, authorities and responsibilities as the Board of Directors of the Company (the “Board”) shall designate from time to time that are not inconsistent with the Executive’s positionpositions. Executive shall report directly to Rxxxxx Xxxxxxx, Jr., Executive’s Co-CEO (“Gxxxxxx”), or such other person designated by the Board and the Chairman of the Board. All employees of the Company shall report directly to Executive or his designee. (b) Executive accepts such employment and agrees, during the term of his employment, to devote his full business and professional time and energy to the Company. Executive agrees to carry out and abide by all lawful directions of Gxxxxxx or the Board and the Chairman of the Board that are consistent with his position as Co-CEOpositions. (c) Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Board, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder; provided, provided that however, the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit and/or profit organizations with the prior written approval of the Boardfollowing, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Attached as Exhibit E hereto is a list : (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the companies the Board approves of the Executive being an investor and/or board memberBoard, other for profit companies; (ii) participating in charitable, civic, educational, professional, community or industry affairs; and (iii) managing Executive’s passive personal investments. (d) Executive may own passive investments in Competing Businesses, defined below, (including, but not limited to, indirect investments through mutual funds) in the securities of Competing Businesses (as defined below), provided the such securities of the Competing Business are publicly traded and Executive does not own or control more than one percent (1%) 1.0% of the outstanding voting rights or equity of the Competing Business. “Competing Business” means any corporation, partnership, limited liability company, university, government agency or other entity or person (other than the Company) which that is engaged in the development, manufacture, marketing, distribution or sale of, or research directed to carry and protective solutions, primarily for hand held electronic devices including soft-sided carrying cases and other accessories for medical products and diagnostic kits, bar code scanners, GPS, cellular telephones, firearms, sporting and other recreational products and cases and accessories for smart-phones, tablets, portable computers and other components used to control the frequency or timing of signals in electronic devicescircuits.