Common use of Title; Capacity Clause in Contracts

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to her by, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to her. Executive shall devote her full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement TermEmployment Period, the Employee shall serve as Senior Vice President of Finance and Administration and Chief Financial 2 Officer of the Company. Notwithstanding the foregoing, the Employee acknowledges that the Company will continue to employ Executive as its is currently contemplating hiring a new Chief Financial Officer to perform the duties and responsibilities inherent that, in such position and such other duties and responsibilities as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basisevent, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, Employee will set reasonably attainable, specific goals pursuant to the objectives of serve the Company as in effect from time to timePresident ("Division President") of the Company's Specialty Products Division. Executive shall report directly to the CEO and The Employee shall be subject to the supervision of, and shall have such authority as is delegated to her him by, the CEO, which authority shall be sufficient to perform her duties hereunder. Chief Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course Officer of the Agreement Term as determined by Company (the "CEO") or the Board in consultation of Directors of the Company (the "Board") consistent with his positions as Senior Vice President of Finance and Administration and Chief Financial Officer or as Division President, as the Executivecase may be. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the CEO or the Board shall from time to time reasonably assign to him consistent with his positions as Senior Vice President of Finance and Administration and Chief Financial Officer or as Division President, as the case may be reasonably assigned be. During the Employment Period, the Employee shall, subject to her. Executive shall the direction and supervision of the CEO and the Board, devote her his full business time, energies best efforts, business judgment, skill and attention in knowledge to the performance advancement of the foregoing services. Notwithstanding Company's business and interests and to the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent discharge of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's his duties and responsibilities hereunderhereunder and shall not engage in any other business activity, except as may be approved by the Board in advance. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company, and any changes therein which may be adopted from time to time by the Company, as such rules, regulations, instructions, personnel practices and policies may reasonably be applied to the Employee as Senior Vice President of Finance and Administration and Chief Financial Officer of the Company or Division President, as the case may be.

Title; Capacity. During 2.1 From September 1, 1996 through October 30, 1996 (the Agreement Term"Transition Period"), the Employee shall serve as the President and Chief Operating Officer of the Company will continue and shall report to, and be subject to employ the supervision of, the Chief Executive Officer of the Company ("CEO"). From and after Novem ber 1, 1996, the Employee shall serve as its President and Chief Financial Executive Officer and report to perform the Board of Directors of the Company (the "Board"). The Employee shall be based in Massachusetts to fulfill her duties and responsibilities to the Company. 2.2 The Employee hereby accepts such employment and agrees to undertake such duties and responsibilities inherent in such position positions and such other duties and responsibilities as the Chief Executive Officer of CEO or the Company (Board, as the “CEO”) case may be, shall from time to time reasonably assign to her. On an annual basisThe Employee agrees to devote her entire business time, the Company’s Board of Directors (the “Board”) in consultation with Executive attention and the CEO, will set reasonably attainable, specific goals pursuant energies to the objectives business and interests of the Company as in effect from time during the Employment Period, except with respect to time. Executive incidental business activities and outside directorships which shall report directly be fully disclosed to the CEO Board by the Employee and shall be subject approved by the Board prior to engagement in such activities or directorships (other than outside directorships with Wald▇▇ ▇▇▇versity and Bay Networks, Inc. (hereinafter "Current Directorships") which have been disclosed to and ap proved by the supervision ofBoard). None of any such directorships or activi ties shall, and shall have such authority as is delegated to her byin the sole determination of the Board, cause a conflict of interest or interfere with the CEO, which authority shall be sufficient to perform Employee's performance of her duties hereunder. Executive will (The Company agrees that the Current Directorships do not conflict or interfere with the Employee's performance of her duties hereunder.) The Employee agrees to abide in all material respects by all lawful rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be based at adopted from time to time by the Company’s headquarters in New York, New Yorkexcept to the extent inconsistent with this Agreement. Subject The Employee acknowledges receipt of copies of all such rules and policies committed to Section 4.3 below, the location of Executive’s employment is subject to change during the course writing as of the Agreement Term as determined by the Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to her. Executive shall devote her full business time, energies and attention in the performance date of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderthis Agreement.

Title; Capacity. During The Company will employ the Agreement TermEmployee, and the Employee agrees to work for the Company, as its President and Chief Operating Officer of the Company will continue to employ Executive as its Chief Financial Officer to perform the duties and responsibilities inherent in such position other senior executive positions with the Company and such other duties with domestic and responsibilities foreign subsidiaries of the Company as the Company's Board of Directors (the "Board") and the Chairman of the Board and Chief Executive Officer of the Company may reasonably determine from time to time. The Employee shall be based at the Company's headquarters in Pawtucket, Rhode Island and shall undertake such domestic and foreign business travel as shall be reasonably required to fulfill his duties. The Employee shall report directly to the Chairman of the Board and Chief Executive Officer of the Company. The Employee shall have authorities, duties and responsibilities commensurate with his position of President and Chief Operating Officer (including but not limited to, responsibility for all operating functions and units of the “CEO”Company with all of said functions and units reporting directly or, with his consent, indirectly to him) and shall have such other authorities, duties and responsibilities commensurate with his position as the Board shall from time to time reasonably assign to herhim. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to her by, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to her. Executive The Employee shall devote her substantially his full business time, energies and attention time in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company except that he may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of serve on the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing other businesses, (iii) serving as an officer or a member of charitable, educational or civic trade associations and charitable organizations, (iv) engaging engage in charitable activities and community affairs, affairs and (v) managing Executive's manage his personal investments and affairs; provided, however, that the affairs as long as these activities set out in clauses (i) – (v) shall be limited by Executive so as present no conflict of interest and do not to materially interfere, individually or in the aggregate, interfere with the performance of Executive's his duties hereunder. The Employee agrees to abide in all material respects with the policies of the Company applicable to senior executives, officers and responsibilities hereundermembers of the Board and any changes therein which may be adopted from time to time by the Company with regard to conflicts of interest.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its Chief Financial Medical Officer and Executive Vice President, Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to herhim. On an annual basis, the Company’s Board of Directors (the “Board”) ), in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to her him by, the CEO, which authority shall be sufficient to perform her his duties hereunder. Executive will be based at within the Company’s headquarters in New YorkSan Diego, New YorkCalifornia metropolitan area. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to herhim. Executive shall devote her his full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its Chief Financial Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to herhim. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to her Executive by, the CEO, which authority shall be sufficient to perform her Executive’s duties hereunder. Executive will be based at the Company’s headquarters in New York, New YorkMassachusetts. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to herExecutive. Executive shall devote her full substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During The corporation which formerly was known as ▇▇▇▇▇▇▇▇▇ Electric Company, Inc. ("▇▇▇▇▇▇▇▇▇") is now a division of ▇▇▇▇▇▇▇, which is a wholly-owned subsidiary of Nationwide Electric, Inc. ("NEI"), pursuant to an Agreement and Plan of Merger between NEI and ▇▇▇▇▇▇▇▇▇ and its shareholders (the Agreement Term"Merger Agreement"). For purposes of this Agreement, ▇▇▇▇▇▇▇ shall be referred to as the Company will continue "Company" and ▇▇▇▇▇▇▇▇▇ shall be referred to employ as the "Division." Executive shall serve as its Chief Financial Officer to perform President of the duties Division and responsibilities inherent in such position and such other duties and responsibilities management position(s) as the Chief Executive Officer Board of Directors of the Company (the “CEO”"Board") shall from time to time or the President of NEI, reasonably assign to her. On an annual basisand in good faith, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect may determine from time to time, not inconsistent with an executive officer's duties. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such specific authority as is delegated to her him by, the CEO, which authority shall be sufficient to perform her duties hereunderBoard and/or the President of NEI. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Board or the President of NEI shall from time to time reasonably assigned assign to herhim. Executive shall perform his duties primarily at the principal place of business of the Division currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, subject to reasonable travel requirements. Executive agrees to devote her full his entire business time, energies attention and attention in energies, during reasonable business hours, to the performance business and interests of the foregoing services. Notwithstanding Division during the foregoingEmployment Period, nothing herein shall preclude except for vacation and absence due to illness or injury and reasonable time devoted to the fulfillment of civic and non-competitive personal responsibilities and activities and activities of Executive from on behalf of ▇▇▇▇▇▇▇▇▇ Properties, Inc. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies (icollectively, the "Policies") performing services for such other companies as applicable to the Company may designate Division and reasonably promulgated by the Board or permit, (ii) serving, with the prior written consent President of the Board, which consent shall not be unreasonably withheldNEI, as an officer amended or member of the boards of directors or advisory boards (or their equivalents modified from time to time and communicated in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing advance to Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive The Employee shall serve as its Chief Financial Officer to perform the duties President and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of Vastera and as an officer or director of such of Vastera’s direct or indirect and wholly owned or partially owned subsidiaries as the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives duties of the Company as in effect Employee may require from time to time. Executive The Employee shall report directly to be based at the CEO and Company’s headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to her him by, the CEO, which authority shall be sufficient to perform her duties hereunderBoard of Directors (the “Board”). Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Company’s Board shall from time to time reasonably assigned assign to herhim. Executive shall Except during the Stub Period (defined herein below), the Employee agrees to devote her full his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoingEmployment Period; provided that for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, nothing herein shall preclude Executive from (i) performing services for such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other companies as organizations to which the Company may designate or permitfrom time to time agree, (ii) serving, and similar types of activities so long as such activities do not interfere with the prior written consent Employee’s responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Board, which consent shall not Company and any changes therein that may be unreasonably withheld, adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderEffective Date.

Title; Capacity. During the Agreement TermEmployment Period, the Company will continue to employ Employee shall serve as the Company’s Chief Executive as its Chief Financial Officer to perform the duties and responsibilities inherent in have such position and such other authority, power, duties and responsibilities as are customary for the Chief Executive Officer chief executive officer of a corporation of the size and nature of the Company, except to the extent that such authority, power, duties and responsibilities have been assigned, as of November 14, 2017, by the Board of Directors of the Company (the “CEOBoard”) shall to the Executive Chairman of the Company, and such other authority, power, duties and responsibilities as may be reasonably assigned to the Employee from time to time reasonably assign to her. On an annual basisby the Board or the Executive Chairman as of November 14, the Company’s Board of Directors 2017 (the “BoardExecutive Chairman”) in consultation with Executive ), and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive Employee shall report directly to the CEO solely to, and shall be subject to the supervision of, and shall have such authority as is delegated to her bythe Executive Chairman or, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as if otherwise determined by the Board in consultation with Board, to the ExecutiveBoard. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and position, such other duties and responsibilities as may be the Board or the Executive Chairman shall from time to time reasonably assigned assign to herhim, and service on any board of the Company or its affiliates, in each case without additional compensation. Executive shall The Employee agrees to devote her full his entire business time, attention and energies to the business and attention in the performance interests of the foregoing servicesCompany during the Employment Period. Notwithstanding The Employee agrees to abide by the foregoingrules, nothing herein shall preclude Executive from (i) performing services for such other companies as regulations, instructions, personnel practices and policies of the Company and any changes therein which may designate or permit, (ii) serving, with be adopted from time to time by the prior written consent Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Board, which consent shall not be unreasonably withheld, as an officer or member date of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderthis Agreement.”

Title; Capacity. During the Agreement TermEmployment Period, the Company will continue to employ Executive as its Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities Employee shall serve as the President and Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to herCompany. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to her by, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board of Directors of the Company (the "Board") shall from time to time reasonably assign to him. As Chief Executive Officer and President, the Employee shall be in charge of all business of the Company and shall direct all such business, subject only to the supervision and direction of the Company's Board of Directors. It is contemplated that, as Chief Executive Officer and President, the Employee will at all times serve on the Company's Board of Directors, and be its Chairman. The Company shall at all times during the term of this Agreement take all such action as may be reasonably assigned available to herit to cause the election of the Employee as Chairman of the Board and a Director of the Company and his maintenance in said offices at all times during the term of this Agreement, so long as he consents thereto. Executive shall During the Employment Period, the Employee agrees to devote her his full business time, energies and attention in to the performance advancement of the foregoing services. Notwithstanding Company and its interests and to the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent discharge of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's his duties and responsibilities hereunder, subject to illness, vacation and normal executive employment practices of the Company. The Employee shall not engage in any other business activity, except as may be approved by the Board in advance. Notwithstanding the requirements of the previous two sentences, the Employee shall be permitted to engage in the following activities to the extent that such activities do not unreasonably interfere with his duties hereunder: (i) to make and maintain passive personal investments for himself, his spouse, his parents, his siblings, or his children or for any trust or custodial account for his or their benefit and (ii) to participate in the management of not-for-profit organizations and in the organization of not-for-profit activities. The Employee agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive The Employee shall serve as its Chief Financial Officer to perform the duties President and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of or in such other position or positions as the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basis, the Company’s or its Board of Directors (the “"Board”") in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect may determine from time to time. Executive The Employee shall report directly to be based at the CEO and Company's principal offices in New Jersey, unless otherwise agreed by the parties. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to her byhim by Clive Meanwell (or if Dr. Meanwell shall have ceased to serve as Chai▇▇▇▇ ▇▇ ▇▇▇ ▇▇mpany, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course t▇▇ ▇▇▇▇▇ ▇▇ such officer of the Agreement Term Company as determined may be designated by the Board in consultation with the Executive. Executive Board.) The Employee hereby accepts such employment on a full-time basis and agrees to undertake the duties and responsibilities inherent in such position and and/or such other duties and responsibilities as Dr. Meanwell (or the Board or its designee) shall from time to time r▇▇▇▇▇▇▇▇▇ ▇▇sign to him. The Company acknowledges and agrees that during the Employment Period, the Employee may continue to serve on the board of directors of the companies listed on Exhibit A attached hereto (as amended from time to time upon the written agreement of the Company and the Employee, the "Permitted Boards"). The Company also acknowledges and agrees that the Employee may devote a portion of his business time to the winding down and termination of operations of Stack Pharmaceuticals, Inc. ("SPI"), provided that the Employee is working in good faith to wind down and terminate the operations of SPI as promptly as possible, consistent with good business judgment and SPI's obligations under contracts to which SPI is currently a party. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be reasonably assigned adopted from time to hertime by the Company except as provided in these agreements. Executive shall devote her full business time, energies The Employee acknowledges receipt of copies of all such rules and attention in the performance policies committed to writing as of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent date of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderthis Agreement.

Title; Capacity. During (a) The Executive shall serve as Chief Executive Officer of the Agreement TermCompany. In addition, the Company will continue to employ Executive shall serve as its Chief Financial Officer a member of the Company's operating committee (for so long as such committee stands) and participate in key management decisions. The Executive agrees to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer Company's Board of the Company Directors (the “CEO”"BOARD") or its designee shall from time to time reasonably assign to her. On an annual basishim. (b) Without limiting the foregoing, the Company’s Board Executive shall continue to serve as General Director of Directors (the “Board”) in consultation with Executive CTC Network pursuant to, and subject to the CEOterms of, will set reasonably attainablethe CTC Network Agreement and General Director of the Domashny Network pursuant to, specific goals and subject to the terms of, the Domashny Network Agreement. For purposes of Russian law, the Executive's employment by the Company pursuant to this Agreement shall be deemed to be the objectives of Executive's principal employment; the Executive's employment by the other Group entities pursuant to any Other Group Employment Agreement (as defined below) shall be deemed to be the Executive's secondary employment. (c) The Executive shall be based at the Company's headquarters in Moscow, Russia or such other location as the Company as determines in effect from time to time. its discretion. (d) The Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to her him by, the CEO, which authority shall be sufficient to perform her duties hereunder. Board. (e) The Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to her. Executive shall devote her full his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as Group during his employment with the Company may designate or permit, (ii) serving, with and shall not engage in any other business activities without the prior written consent approval of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) Executive shall be limited by Executive permitted to retain his board membership for Studio 1+1 in Ukraine for so long as the Board does not consider Studio 1+1 to be a competitor of the Group and provided, further, that such activities do not materially interfere, individually or in the aggregate, interfere with the Executive's performance of Executive's his duties hereunder or under any Other Group Employment Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and responsibilities hereunderpolicies of the Company and any changes therein that may be adopted from time to time by the Company.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive The Employee shall serve as its Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer a Section 16(b) officer of the Company (and will be required, as a condition of employment, to sign the “CEO”) shall from time to time reasonably assign to her. On an annual basisExecutive Retention Agreement attached hereto as Attachment A), a member of the Company’s 's Board of Directors (the “Board”) Directors, and President and Chief Operating Officer or in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of such other similar position as the Company as in effect may determine from time to time. Executive The Employee shall report directly to be based at the Company's headquarters in Burlington or Acton, Massachusetts, or such place within twenty (20) miles of Burlington or Acton, Massachusetts as the CEO and shall determine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to her byhim by ▇▇▇▇ ▇▇▇▇▇▇▇▇, the CEOChief Executive Officer, which authority shall be sufficient to perform her duties hereunderor his successor. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other reasonably consistent duties and responsibilities as may be the Chief Executive Officer shall from time to time reasonably assigned assign to herhim. Executive shall The Employee agrees to devote her full his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairsEmployment Period; provided, however, that the activities set out in clauses (i) – (v) nothing herein shall be limited construed as preventing the Employee from making personal investments, and provided, further, that nothing herein shall be construed as preventing the Employee from serving on civic or charitable boards, so long as the Employee has obtained permission to do so in each instance and in advance from the Chief Executive Officer. The Employee agrees to abide by Executive so as not the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to materially interfere, individually or in time by the aggregate, with the performance of Executive's duties and responsibilities hereunderCompany.

Title; Capacity. During The corporation which was formerly named Eagle Electrical Systems, Inc. is now a division of Eagle Electric Holdings, Inc., which is a wholly-owned subsidiary of Nationwide Electric, Inc. ("NEI"), pursuant to an Agreement and Plan of Merger between NEI and ▇▇▇▇▇▇▇▇▇ Electric Company, Inc. and its shareholders (the Agreement Term"Merger Agreement"). For purposes of this Agreement, Eagle Electric Holdings, Inc. shall be referred to as the Company will continue "Company" and the Eagle Division shall be referred to employ Executive as its Chief Financial Officer to perform the duties "Division." Employee shall serve as President of the Division and responsibilities inherent in such position and such other duties and responsibilities management position(s) as the Chief Executive Officer Board of Directors of the Company (the “CEO”"Board") shall from time to time or the President of NEI, reasonably assign to her. On an annual basisand in good faith, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect may determine from time to time, not inconsistent with the duties of similar officers. Executive shall report directly to the CEO and Employee shall be subject to the supervision of, and shall have such specific authority as is delegated to her him by, the CEO, which authority shall be sufficient to perform her duties hereunderBoard and/or the President of NEI. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive hereby Employee accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Board or the President of NEI shall from time to time reasonably assigned assign to herhim. Executive Employee shall perform his duties primarily at the principal place of business of the Division currently located at ______________________________________, subject to reasonable travel requirements. Employee agrees to devote her full his entire business time, energies attention and attention in energies, during reasonable business hours, to the performance business and interests of the foregoing servicesDivision during the Employment Period, except for vacation and absence due to illness or injury and reasonable time devoted to the fulfillment of civic and non-competitive personal responsibilities and activities. Notwithstanding Employee agrees to abide by the foregoingrules, nothing herein shall preclude Executive from regulations, instructions, personnel practices and policies (icollectively, the "Policies") performing services for such other companies as applicable to the Company may designate Division and reasonably promulgated by the Board or permit, (ii) serving, with the prior written consent President of the Board, which consent shall not be unreasonably withheldNEI, as an officer amended or member of the boards of directors or advisory boards (or their equivalents modified from time to time and communicated in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not advance to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderEmployee.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive The Employee shall serve as its Chief Financial Officer to perform the duties President and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives duties of the Company as in effect Employee may require from time to time. Executive The Employee shall report directly to be based at the CEO and Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to her him by, the CEO, which authority shall be sufficient to perform her duties hereunderBoard of Directors (the "Board"). Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as may be the Company's Board shall from time to time reasonably assigned assign to herhim. Executive shall Except during the Stub Period (defined herein below), the Employee agrees to devote her full his entire business time, attention and energies to the business and attention in the performance interests of the foregoing services. Notwithstanding Company during the foregoingEmployment Period; provided that for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, nothing herein shall preclude Executive from (i) performing services for such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other companies as organizations to which the Company may designate or permitfrom time to time agree, (ii) serving, and similar types of activities so long as such activities do not interfere with the prior written consent Employee's responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Board, which consent shall not Company and any changes therein that may be unreasonably withheld, adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderEffective Date.

Title; Capacity. During the Agreement TermEmployment Period, the Company will continue to employ Employee shall serve as the Company’s Chief Executive as its Chief Financial Officer to perform the duties and responsibilities inherent in have such position and such other authority, power, duties and responsibilities as are customary for the Chief Executive Officer chief executive officer of a corporation of the size and nature of the Company, and such other authority, power, duties and responsibilities as may be reasonably assigned to the Employee from time to time by the Board of Directors of the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive ), and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive Employee shall report directly to the CEO solely to, and shall be subject to the supervision of, and shall have such authority as is delegated to her by, the CEO, which authority shall be sufficient to perform her duties hereunderBoard. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board in consultation with the Executive. Executive The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and position, such other duties and responsibilities as may be the Board shall from time to time reasonably assigned assign to herhim, and service on any board of the Company or its affiliates, in each case without additional compensation. Executive shall The Employee agrees to devote her full his reasonable best efforts and substantially all of his business time, attention and energies to the business and attention in the performance interests of the foregoing servicesCompany during the Employment Period. Notwithstanding the foregoing, nothing herein The Employee shall preclude Executive from (i) performing not engage in other business activities or perform services for such any other companies as the Company may designate or permit, (ii) serving, with Person without the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that without such consent, the Employee may engage in such civic, community, education, religious, charitable or public service or participate in industry organizations and industry events, so long as such activities set out in clauses (i) – (v) shall be limited by Executive so as do not to materially interfere, individually or in the aggregate, interfere with the Employee’s performance of Executive's his duties and responsibilities obligations hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the date of this Agreement.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its President, Research & Development and Chief Financial Medical Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the President & Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to her. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to her Executive by, the CEO, which authority shall be sufficient to perform her Executive’s duties hereunder. Executive will be based at the Company’s headquarters in New York, New YorkNorth Carolina. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to herExecutive. Executive shall devote substantially all of her full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory ​ ​ boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's ’s personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's ’s duties and responsibilities hereunder.

Title; Capacity. During the Agreement TermEmployment Period, the Company will continue Employee shall serve as the Executive Vice President, Chief Operating Officer and Treasurer of the Company. The Employee hereby accepts such employment and agrees to employ Executive as its Chief Financial Officer to perform undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer of the Company or the Board of Directors of the Company (the “CEO”"Board") shall from time to time reasonably assign to herhim. On an annual basisIt is contemplated that, as Executive Vice President, Chief Operating Officer and Treasurer, the Employee will at all times serve on the Company’s 's Board of Directors (Directors. The Company shall at all times during the “Board”) in consultation with Executive and term of this Agreement take all such action as may be available to it to cause the CEO, will set reasonably attainable, specific goals pursuant to election of the objectives Employee as a Director of the Company and his maintenance in said offices at all times during the term of this Agreement, so long as in effect from time he consents thereto. During the Employment Period, the Employee agrees to devote his full business time. Executive shall report directly , to the CEO advancement of the Company and shall be its interests and to the discharge of his duties and responsibilities hereunder, subject to the supervision ofillness, vacation and shall have such authority as is delegated to her by, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at normal executive employment practices of the Company’s headquarters . The Employee shall not engage in New Yorkany other business activity, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term except as determined may be approved by the Board in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to her. Executive shall devote her full business time, energies and attention in the performance of the foregoing servicesadvance. Notwithstanding the foregoingrequirements of the previous two sentences, nothing herein the Employee shall preclude Executive from be permitted to engage in the following activities to the extent that such activities do not unreasonably interfere with his duties hereunder: (i) performing services to make and maintain passive personal investments for such other companies as the Company may designate himself, his spouse, his parents, his siblings, or permit, his children or for any trust or custodial account for his or their benefit and (ii) servingto participate in the management of not-for-profit organizations and in the organization of not-for-profit activities. The Employee agrees to abide by the reasonable rules, with the prior written consent regulations, instructions, personnel practices and policies of the Board, Company and any changes therein which consent shall not may be unreasonably withheld, as an officer or member of adopted from time to time by the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderCompany.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive The Employee shall serve as its Chief Financial Officer to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Chief Executive Officer [President][Executive Vice President] of the Company (the “CEO”) shall from time to time reasonably assign to herCompany. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and The Employee shall be subject to the supervision of, of and shall have such the authority as is delegated to her by, the CEO, which authority shall be sufficient to perform her duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined him by the Board in consultation of Directors or the chief executive officer of PCHC. Employee's responsibilities shall be of an executive nature and shall include, but are not limited to, the customary duties, responsibilities and privileges of a [chief] executive officer of a Company of similar size and circumstance. [Insert for Tom ▇▇▇▇▇▇ -- For so long as Employee is employed pursuant to the terms of this Employment Agreement, Employee shall be nominated, commencing with the Executive. Executive PCHC's 2000 annual meeting of shareholders, to serve as a director of PCHC as a part of PCHC's management slate of directors, and PCHC shall use its reasonable efforts to cause Employee to be elected as a director of PCHC for so long as he is so employed.] The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and reasonable responsibilities as may be the Board or the chief executive officer of PCHC shall from time to time 81 reasonably assigned assign to herhim. Executive shall Employee agrees to devote her full his entire business time, attention and energies to the business and attention interests of the Company and TJC during the Employment Period. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company as set forth in the Employee Manual or otherwise provided to the Employee in writing, and any reasonable changes therein that may be adopted from time to time by the Company. Without limiting the foregoing, the Employee shall be entitled to participate in all negotiations of PCHC for reinsurance of personal lines business. The Employee represents and warrants to the Company that Employee is free to accept his employment hereunder and that Employee has no prior or other obligations or commitments of any kind to anyone other than to the Company that would in any way hinder or interfere with Employee's acceptance of or the full uninhibited and faithful performance of Employee's employment hereunder or the best exercise of Employee's efforts as an employee of the Company. In the performance of the foregoing services. Notwithstanding the foregoinghis duties hereunder, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent Employee shall not be unreasonably withheldrequired to relocate his office or his principal place of business outside of Pinellas County, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunderFlorida.

Title; Capacity. During the Agreement Term, the Company will continue to employ Executive as its Chief Financial Officer Senior Vice President, Medical Affairs to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Operating Officer of the Company (the “CEOCOO”) shall from time to time reasonably assign to herhim. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEOCOO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO COO and shall be subject to the supervision of, and shall have such authority as is delegated to her Executive by, the CEOCOO, which authority shall be sufficient to perform her Executive’s duties hereunder. Executive will be based at the Company’s headquarters in New York, New York. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the Board COO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to herExecutive. Executive shall devote substantially all of her full business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.