Common use of Compensation Clause in Contracts

Compensation. A. In the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In As compensation for the event services provided hereunder, you may retain any sales charge paid by your Customer pursuant to the Prospectus unless the payment of a work-incurred injuryany such sales charge by your Customer has been waived by the applicable Fund for any reason. The Distributor may also pay you compensation for the services provided hereunder, an employee must apply in the amounts and at the times as the Distributor may determine from time to time with respect to the average daily net asset value of the Shares owned of record or beneficially by your Customers. Payments to you for Workers’ Compensation benefitsperforming shareholder and administrative services are made in consideration of such services to shareholders of the applicable Funds, and you hereby represent by your acceptance of such payments that you are providing such services. An employee Your provision of these services is not on behalf of the Funds or the Distributor, and you agree that neither the Funds nor the Distributor is responsible for the manner of your performance of or for any of your acts or omissions in connection with such services. Payments by the Distributor will be computed and paid in accordance with the applicable distribution plans adopted by the Funds (pursuant to Rule 12b-1 under the Investment Company Act), as they may be amended from time to time. You acknowledge that any compensation to be paid to you by the Distributor shall be paid his/her full regular salary from proceeds paid to the Distributor by the Fund pursuant to such distribution plans, and to the extent of his/her accumulated sick leave onlythe Distributor does not receive such proceeds for any reason, provided that he/she turns over the amounts payable to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy you will be scheduled during off hoursreduced accordingly. However, if visits Payments made in accordance with a distribution plan may be made for only so long as the distribution plan remains in effect. The Distributor or the Funds may change or discontinue any schedule of payments for services provided hereunder or issue a new schedule upon written notice to authorized you. The current schedule of payments made for services cannot be scheduled during off hours due provided hereunder is attached as Schedule I. In determining the amount payable to unavailability of medical servicesyou hereunder, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority Distributor reserves the right to assign “light duty work” to an employee, at its option. G. exclude payment for any services that the Distributor reasonably determines have not been provided in accordance with the provisions of the Prospectus and this Agreement. In the event that you are acting in a fiduciary capacity on behalf of any of your Customers to whom you are making Shares available, you represent that you have reviewed with competent legal counsel the employee contends that he/she is entitled to a period receipt of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision compensation of the last reviewing Court, shall be binding upon the partiestype described herein and that you have been advised by such counsel that receipt of such compensation by you is permissible under applicable law.

Compensation. A. In consideration of the event Services rendered and to be rendered by Manager in accordance with this Agreement, the Company hereby agrees to pay Manager a monthly amount of Thirteen Thousand Three hundred and Thirty Three US Dollars (US$13,333) (the “Monthly Payment”) which equals an annual compensation of One Hundred and Sixty Thousand US Dollars (US$160,000)(the “Compensation”). Such amount shall not include VAT which shall be added to each Monthly Payment.. Unless otherwise agreed between the parties hereto, the Board of Directors of the Company shall, on an annual basis, each year of the term hereof, review and consider an increase in the Compensation paid to the Manager for the next 12-month period based on the Manager’s achievments in the preceding period. Manager acknowledges and confirms that the Compensation includes remuneration for all its Service for the Company and it shall not be entitled to any further remuneration or payment whatsoever unless specifically agreed on in this Agreement. Further, Manager acknowledges that as of the date hereof Company has no debts or liabilities to it whatsoever including without limitation any debts or liabilities due to it for any prior Services provided to the Company before the date hereof. The Company shall pay or reimburse Manager for all normal, usual and necessary expenses incurred or paid by Manager in the performance of its duties hereunder in accordance with such Expense Reimbursement Policy as may from time to time be adopted by the Board. The Board will set for the Manager certain annual milestones to be achieved during each calendar year. Upon the fulfillment of such annual milestones, such fullfilment to be determined at the sole discretion of the Board of Directors of the Company, the Manager will be entitled to receive an annual bonus to be decided by the Board. At the Board of Directors sole discretion, Manager shall be entitled to participate in a work-incurred injurystock option plan approved by the Board. Any options to be issued as aforesaid, if at all, shall be issued under the Manager’s name, it being clarified that the number of options to be issued to the Manager, if any, shall be decided by the Board of Directions at its sole discretion taking into account Pnina’s position and contribution to the Company. In addition, Manager shall be provided with a Company owned (or leased) automobile (the “Car”) for the use of the Manager (or Pnina), the type and make as agreed between the Company and the Manager with an employee must apply for Workers’ Compensation benefitsengine size not less than 1,600 cc. An employee Any and all cost related to the purchase or lease of the Car shall be borne by the Company except that any taxes related thereto and traffic fines shall be paid his/her full regular salary solely by the Manager or Pnina, as applicable. For the duration of this Agreement, the Manager shall be entitled to the extent use of his/her accumulated sick leave only, provided that he/she turns over to a cellphone owned by the Authority Company. The Company shall pay any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, expenses related to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability use of medical services, the Authority will allow such visits during working hourscellphone. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In a. The Company will, during the event Term of Employment, pay to the Employee as compensation for the performance of his duties and obligations hereunder a workbase salary of $240,000 payable in accordance with the Company’s normal payroll policies (“Salary”). During the Term of Employment, such Salary shall be reviewed annually by the Board of Directors of the Company, or its Compensation Committee, in accordance with the Company’s compensation program and may be increased, but not decreased (other than in connection with a proportionate, across-incurred injurythe board reduction in the compensation of all executive officers or similarly situated employees of the Company). b. the Corporation shall grant to the Executive 5,000,000 shares of the Corporation's Common Stock following 3 months employment from the date hereof, which stock shall be fully paid and non assessable upon issue; c. the Executive shall be eligible for an employee must apply for Workers’ Compensation benefitsannual performance bonus (the "Performance Bonus") during the term of his employment hereunder based on corporate performance criteria determined annually by the Board of Directors of the Corporation. An employee The Performance Bonus shall be paid his/her full regular salary quarterly and computed on the basis of the results achieved during the previous quarter at the same time as the Corporation pays such bonuses to its other senior executives. For fiscal year 2012 and years thereafter, the Board shall provide the bonus plan to the extent Executive within 90 days of his/her accumulated sick leave onlythe completion of the previous fiscal year. d. the Executive shall be entitled to participate in the benefit plans of the Corporation in effect from time to time, provided that he/she turns over in accordance with the terms of such plans, including medical, dental and life insurance, as of and with effect from the Commencement Date; e. the Corporation shall, upon presentation of itemized receipts, reimburse the Executive for all travel and other business expenses directly and reasonably incurred by the Executive in the performance of his duties; f. the Corporation shall make available to the Authority any and all Workers’ Compensation benefits. Only Executive a company automobile (the difference between such Workers’ Compensation benefits lease amount of which is not to exceed US$2,000.00 per month) for the use by the Executive in the performance of his duties and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsCorporation shall, to upon presentation of itemized receipts, reimburse the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled Executive for all expenses reasonably incurred by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment Executive in the Division operation of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.automobile;

Compensation. A. In consideration of the event services to be rendered by Employee pursuant to this Agreement, the Company shall pay, or cause to be paid, to Employee a base salary as established by the Board of a work-incurred injuryDirectors of the Company. From and after the Date of this Agreement, an employee must apply for Workers’ Compensation benefits. An employee and retroactively effective as of October 14, 2012, unless otherwise adjusted as provided below, Employee shall be paid his/her full regular an annual base salary of One Million One Hundred and 00/100 Dollars ($1,100,000.00). The base salary shall be reviewed annually by the Board in connection with its annual review of executive compensation, unless Employee’s employment shall have been terminated earlier pursuant to this Agreement, to determine if such base salary should be increased for the following year in recognition of services to the extent Company. The salary shall be payable at such intervals in conformity with the Company’s prevailing practice as such practice shall be established or modified from time to time. Employee’s salary shall only be decreased if the decrease is commensurate with a reduction in compensation for the executive management team and is made effective by the Board of his/her Directors following consultation with Employee. B. In addition, Employee shall be entitled to: i. Participate in the Company’s Incentive Bonus Plan, as it may be amended or modified in any respect, including achievement of established goals, as Chairman of the Board (if applicable) and Chief Executive Officer. Employee acknowledges that he has received a copy of the form of the Incentive Bonus Plan and related guidelines for the operation of such Plan and is familiar with the terms and conditions thereof. Nothing contained herein shall limit the Company’s right to alter, amend or terminate the Incentive Bonus Plan at any time for any reason. ii. Participate in any group life insurance plan, group health, disability or accident plan, vacation plan, and retirement plan or other benefit plan or arrangement which the Company has or may from time to time hereafter establish for the benefit of its employees upon satisfaction of all Company policies regarding participation in any such plan or arrangement; provided, however, that such participation by Employee must be permissible under such plan or arrangement and able to be implemented without inordinate expense. iii. Participate in the Company’s long-term incentive plans and arrangements established for its senior executives, and the Board of Directors (or the appropriate committee of the Board of Directors) shall grant Employee future equity incentives (and other long-term incentives) commensurate with his status as Chief Executive Officer of the Company taking into consideration Employee’s performance, the Company’s performance, and the Company’s equity incentive grants (and other long-term incentive grants) for other senior executives of the Company. iv. Participate in or receive benefits under any employee benefit plan or other arrangement made available by the Company to other senior executives of the Company, on terms at least as favorable as those on which any other senior executive of the Company shall participate; provided, however, that Employee shall be entitled to no less than five weeks of paid vacation each calendar year, exclusive of Company holidays, which if not used in a particular year will be forfeited and not carried over or accumulated sick leave onlyfrom year to year and which will be forfeited and not paid out at the end of employment. C. The Company shall withhold all appropriate income and employment taxes from any compensation or other payments otherwise due to Employee hereunder. D. Employee shall be expected to incur various reasonable business expenses customarily incurred by persons holding like positions, provided that he/she turns over including but not limited to traveling, entertainment and similar expenses incurred for the benefit of the Company. The Company shall reimburse Employee for such expenses in accordance with and subject to the Authority Company’s policies regarding business expense reimbursement, as they may exist from time to time. E. The Company shall provide Employee with directors’ and officers’ insurance coverage to the same extent as provided to other senior executives and directors of the Company. The Company shall also indemnify and hold Employee harmless and advance litigation expenses to Employee for acts and omissions in Employee’s capacity as an officer or employee of the Company in the same manner as provided for Directors under the Form of Indemnity Agreement attached as Exhibit 10.1 to the Form 8-K filing signed by the Company on November 21, 2008, as that Form of Indemnity Agreement may be amended from time to time for the indemnification of Directors. Employee is already, in his capacity as a Director, party to that Agreement. All such rights extended to Employee in his capacity as an officer, employee or Director shall continue as to the Employee even if he has ceased to be an officer, employee or Director of the Company and shall inure to the benefit of Employee’s heirs, executors and administrators. F. Employee shall have the use of the Company’s airplane(s) for any and all Workers’ Compensation benefitsbusiness related travel. Only In addition, in recognition of the difference between personal security, safety and efficiency issues associated with the use of alternative transportation, Employee shall have the non-exclusive right to use of the Company’s airplane(s) for personal travel for himself and/or his family and guests with such Workers’ Compensation benefits limits and/or conditions as may be reviewed and established from time to time by the employee’s full regular salary Board or its designated committee; provided (1) that any changes from the practice in place for Employee as of the date of this Agreement shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsmade only after consultation with Employee, (2) that the Company shall impute income to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled Employee as taxable compensation as required by the Authority pursuant Code with respect to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, thensuch usage, and in (3) that event, the burden shall be upon the employee Company is under no obligation to establish such increase its number of airplanes or to charter additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesairplanes for this purpose.

Compensation. A. In As compensation for the event of a workservices to be performed by the Executive during the Initial Part-incurred injuryTime Employment Period, an employee must apply for Workers’ Compensation benefits. An employee the Executive shall receive the following compensation and benefits in accordance with the Company's normal payroll policies: (i) cash compensation shall be paid his/her full regular salary to the extent Executive during the Initial Part-Time Employment Period at the rate of his/her accumulated sick leave only$1,350,000 per year; (ii) the Employee Benefits shall continue to be paid to the Executive during the Initial Part-Time Employment Period, in the case of Employee Benefits in effect on the date hereof on terms no less favorable than their terms on the date hereof; provided that he/she turns over coverage for the Executive under the Company's long-term disability insurance plan shall cease upon termination of the Full-Time Employment Period; provided further that all retirement benefits shall be based upon plans in effect on the date hereof, subject to modifications of general application to all employees; and provided further that for the year in which the Full-Time Employment Period terminates contributions shall be made to a supplemental retirement plan for the benefit of the Executive in an amount which, together with any contributions made for such year for the benefit of the Executive under the Company's Profit Sharing Retirement Plan, Profit Sharing Integration Plan, Stock Purchase Plan and Stock Purchase Integration Plan, is equal to the Authority any contributions which would have been made for such year for the benefit of the Executive under such plans based upon compensation received by the Executive during such year notwithstanding the hours of service conditions of such plans; and (iii) the Company shall reimburse the Executive in accordance with the Company's policies and procedures for all Workers’ Compensation benefits. Only proper expenses incurred by him in the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, performance of his duties during the normal work week, Monday through Friday. All followInitial Part-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hoursTime Employment Period. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In 3.1. During the event Term, Triarc agrees to pay to the Employee as his salary (the "Salary") for the services to be performed by him as provided herein compensation at the rate of a work-incurred injury$475,000 per year, an employee must apply for Workers’ Compensation benefits. An employee payable in equal monthly installments or more frequently, less such deductions or amounts to be withheld as shall be paid his/her full regular salary required by applicable law and regulations. Triarc may increase, but not decrease the Salary from time to time during the Term. 3.2. In addition to the Salary, the Employee shall also be eligible during each of Triarc's fiscal years (a "Fiscal Year") throughout the Term to receive bonuses from time to time as appropriate, in the sole discretion of Triarc, and to participate in the 1999 Executive Bonus Plan. The aggregate of such bonus payments with respect to any such fiscal year shall be referred to herein as that fiscal year's "Bonus". 3.3. Triarc agrees to reimburse the Employee for or to pay at the Employees' direction all expenses reasonably incurred by the Employee in the course of performing his duties under this Agreement. The Employee agrees to submit such written documentation as Triarc may reasonably request in order to verify the expenditure of such funds or the incurrence of such expenses to Triarc's reasonable satisfaction, the submission of which shall be a condition of reimbursement for or payment of same. 3.4. The Employee shall be entitled to all rights and benefits for which he shall be eligible under any long or short-term management incentive plan (whether cash or equity based, or otherwise), retirement, retirement savings, profit-sharing, pension or welfare benefit plan, life, disability, health, dental, hospitalization and other forms of insurance, and all other so-called "fringe" benefits or perquisites which Triarc shall from time to time provide for its senior executives. Without limitation, Triarc shall, with respect to payments made under this Agreement, make maximum matching contributions under Triarc's 401(k) plan to the extent permitted by applicable law and such plan. 3.5. The Employee will cooperate in assisting Triarc in obtaining a key man life insurance policy on the life of his/her accumulated sick leave onlyEmployee, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary beneficiary of which shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsnamed by Triarc, including completing all necessary application materials and submitting to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and one or more physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or examinations with a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesTriarc's choice.

Compensation. A. Except as set forth in Section 3(e) hereof, as consideration for The Placement Agent’s services pursuant to this Agreement, The Placement Agent shall be entitled to receive, and the Company agrees to pay The Placement Agent, the following compensation: May 9, 2007 (a) The Company shall pay to The Placement Agent, upon execution of this Agreement, an engagement fee of $5,000, which fee shall be non-refundable but shall be applied against The Placement Agent’s expenses as set forth in Section 4 hereof. (b) Upon closing of the Financing, the Company shall pay to The Placement Agent, in cash, a fee in an amount equal to 8% of the aggregate gross proceeds raised in the Financing. If any portion of the proceeds raised in the Financing are not paid to the Company at the closing of the Financing but rather is deferred until a later date or satisfaction of a condition precedent, the placement fee relating to such deferred proceeds shall be paid by the Company upon receipt of the deferred proceeds. If the Financing is consummated by means of more than one closing, The Placement Agent shall be entitled to the fees provided herein with respect to each such closing. (c) The Company shall grant and deliver to The Placement Agent (or its designated nominees) at the closing of the Financing, for nominal consideration, warrants (the “Warrants”) to purchase a number of shares of the Company's Common Stock equal to 10% of the number of Units (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. If the Financing is consummated by means of more than one closing, The Placement Agent shall be entitled to receive additional Warrants at each additional closing. The Warrants shall be exercisable at any time during the five-year period commencing on the closing to which they relate at an exercise price equal to the exercise price paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof, and shall contain provisions, including, without limitation, those pertaining to cashless exercise, anti-dilution protection and demand and piggyback registration rights, customarily contained in warrants received by The Placement Agent in similar transactions. (d) Notwithstanding any termination of this Agreement pursuant to the terms hereof or otherwise, if within 6 months from the effective date of termination of this Agreement, the Company enters into a definitive commitment relating to the Financing or any financing transaction in lieu of the Financing (or any portion thereof) with any investor to whom the Company was introduced by The Placement Agent or who was contacted by The Placement Agent, with the exception of any investors introduced to The Placement Agent by the Company or by any other selling group member, in connection with the Financing, the Company shall pay to The Placement Agent fees in accordance with the terms and provisions of Section 3(b) and grant and deliver to The Placement Agent (or its designated nominees) Warrants in accordance with the terms and provisions of Section 3(c). May 9, 2007 (e) In the event any financing hereunder is closed with any of a work-incurred injurythe investors listed on Schedule 1(b), an employee must apply for Workers’ Compensation benefits. An employee the compensation due the Placement Agent as set forth in Sections 3 (b) and (c) hereof and Section 4 below shall each be paid his/her full regular salary to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leavereduced by 50%. B. (f) The Authority Placement Agent will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period any compensation of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be any kind upon the employee to establish such additional period exercise of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesany Warrants.

Compensation. A. In (a) During the event term hereof, as the same may be extended from time to time, the Company shall pay the Manager the Management Fee. The Manager will not receive any compensation as calculated hereunder for the period prior to the Spin-Off Date. The Management Fee shall be due and payable quarterly in advance as of the first day of each quarter (January 1, April 1, July 1 and October 1) (provided that such initial and final payments will be pro-rated based on the number of days during such quarter that this Agreement was in effect; and provided further that the initial payment of the Management Fee shall be due and payable on the date hereof). The Manager may calculate each installment of the Management Fee based on its calculation of Tangible Assets on the first day of each quarter, and deliver such computation to the Board of Directors no less than three (3) business days prior to the beginning of each quarter, which computation may be reviewed by the Board of Directors, a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors. (b) The Manager acknowledges that, pursuant to the Founder’s Rights Agreement, Lennar has the right, in connection with its Enforcement Rights (as defined therein) to compel the Company to stop payment of the Management Fee in certain circumstances where there is a legal dispute between Lennar and the Company. The Manager agrees that, upon receipt of a workwritten notice by the Board of Directors of the Company that ▇▇▇▇▇▇ has exercised such Enforcement Right, which notice must include a copy of the written notice from ▇▇▇▇▇▇ to the Board of Directors of the Company, as signed by an authorized representative of Lennar, exercising its Enforcement Rights specifically with respect to compelling the Company to stop payment of the Management Fee pursuant to this Agreement, the Manager shall waive all Management Fee payments for the duration of the period set forth in such notice (the “Dispute Period”). Written notice of any extensions to such Dispute Period must be delivered to the Manager in advance of the expiration of originally-incurred injurystated Dispute Period, an employee must apply for Workers’ Compensation benefitsalong with any relevant documentation supporting such extension. An employee The Manager agrees that such extensions shall be honored without affirmative approval by the Manager, unless the notice does not provide the reasons and supporting documentation (if applicable) for such extension. The Manager agrees that any discontinuation of the Management Fee payments in connection with the Manager’s waiver of the Management Fee pursuant to this Section 10(b) shall not be deemed to be a breach of contract or otherwise a default by the Company under this Agreement, and Manager may not terminate the Management Agreement solely by reason of such discontinuation of the Management Fee. Following the end of the Dispute Period, the Manager agrees that all waived payments of the Management Fee shall not be paid his/her full regular salary or otherwise reimbursed to the extent of his/her accumulated sick leave onlyManager by the Company, provided that he/she turns over to if the Authority any and all Workers’ Compensation benefits. Only the difference legal dispute between such Workers’ Compensation benefits Lennar and the employeeCompany is resolved (by court order, judgment or similar equivalent) in ▇▇▇▇▇▇’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Fridayfavor. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she legal dispute is entitled resolved (by court order, judgment or similar equivalent) in the Company’s favor, the Company agrees to take all necessary and appropriate action, including by litigation or obtaining a period court order, to compel Lennar to pay the total amount of disability beyond waived Management Fee payments over the period established by course of the treating physicianDispute Period to the Manager, in accordance with the terms of the Founder’s Rights Agreement. In the event the expiration or termination of this Agreement occurs during a Dispute Period in which the Manager has waived all Management Fee payments pursuant to this Section 10(b), the provisions regarding the Company’s obligation to compel Lennar to pay the Manager the total amount of waived Management Fee payments over the course of the Dispute Period up to the date of the expiration or termination of this Agreement in the event the legal dispute is resolved in the Company’s favor shall survive the expiration or termination of this Agreement. (c) The Management Fee shall be payable independent of the performance of the Company, the ▇▇▇▇’R or the Investments. The Manager may waive all or a physician chosen by the Authority, or by portion of its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesfees.

Compensation. A. In Subject to the event terms and conditions of a work-incurred injurythis Agreement, an employee must apply for Workers’ Compensation benefits. An employee while the Executive is employed by the Company under this Agreement, Executive shall be paid his/her full regular salary to compensated for services as follows: (A) Effective July 23, 2001 the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employeeExecutive’s full regular annual base salary shall be charged against accumulated sick leave$205,000 (“Annual Base Salary”), payable in installments under the Company’s general payroll practices, subject to customary withholding. The Executive’s rate of Annual Base Salary shall be reviewed annually beginning January, 2002. B. (B) The Authority Executive will schedule Workers’ Compensation appointmentsbe eligible for an incentive bonus payment from the Company each calendar year or applicable performance period (the “Performance Bonus”) in accordance with the bonus plans of the Company as in effect from time to time. The Executive’s target bonus award payment is 36% of Annual Base Salary. (C) Except as otherwise specifically provided herein, the Executive shall be provided with health, welfare and other fringe benefits to the greatest same extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis terms as those benefits are provided by the Company from time to time to other similarly situated executives of the Company, provided that, nothing in Paragraph A abovethe Agreement will preclude the Company from amending or terminating any plans or programs generally applicable to salaried employees or executives, or he/she as the case may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledbe. F. (D) The Authority reserves Executive shall be reimbursed by the right Company, on terms and conditions that are substantially similar to assign “light duty work” those applicable to an employeeother similarly situated executives of the Company, at its optionfor reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items, consistent with the Company’s expense reimbursement policy, actually incurred by the Executive in the promotion of the Company’s business. G. In (E) The Company shall pay or shall reimburse the event Executive for the employee contends that he/she is entitled to a period amount of disability beyond the period established monthly lease payment for the automobile approved by the treating physicianCompany for the Executive’s business; provided however, that the Company shall report as income to the Executive any amounts required by law or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, policies of the burden Company for the Executive’s personal use of such automobile. (F) The Executive shall be upon the employee to establish such additional period of disability by obtaining a Judgment recommended for stock options in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision same manner as may be in effect from time to time for other similarly situated executives of the last reviewing Court, shall be binding upon the partiesCompany.

Compensation. A. In The Company agrees to compensate you as follows: (a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of one hundred and ninety-two thousand dollars ($192,000.00), payable in arrears in equal monthly installments on the event 1st day of a work-incurred injuryeach calendar month of 2022. For each year, an employee must apply for Workers’ Compensation benefits. An employee shall thereafter, you will be paid his/her full regular on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company’s overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the extent terms of his/her accumulated sick leave onlythe applicable bonus program, provided that he/she turns over the terms of which program may be modified from year to year in the sole discretion of the Company’s Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a stock options agreement (SOA). Such shares will be subject to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits SOA and the employeeterms set forth in the incentive compensation plan under which they are awarded. You may, at the Company’s full regular salary shall sole discretion, receive additional awards of Company equity, which will be charged against accumulated sick leavesubject to their designated agreements and the incentive compensation plans under which they are awarded. B. The Authority will schedule Workers’ Compensation appointments(e) Except as set forth in Section 2, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services canCompany shall not be scheduled during off hours due liable to unavailability of medical services, you for any expense incurred by you unless you receive the Authority will allow Company's prior written consent to reimburse you for such visits during working hoursexpense. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. (a) In exchange for full performance of the event Executive's obligations and duties under this Agreement, the Company shall pay the Executive a base salary at a monthly rate of a work-incurred injury$12,500, an employee must apply for Workers’ Compensation benefitspayable in accordance with the Company's standard payroll practices. An employee In any month in which the Executive shall be employed for less than the entire number of days in such month, the compensation payable under this Section 3(a) shall be prorated on the basis of the number of days during which the Executive was actually employed divided by the number of days in such month. The base salary described in subsection (a) hereof is a gross amount, and the Company shall be required to withhold from such amount deductions with respect to Federal, state and local taxes, FICA, unemployment compensation taxes and similar taxes, assessments or withholding requirements. (b) In addition to the base salary, Executive shall be entitled to a performance bonus (the "Bonus") at the discretion of the Board. (c) During the Executive's employment under this Agreement, the Executive shall also be reimbursed by the Company for reasonable business expenses actually incurred or paid his/her by the Executive, consistent with the policies established by the Board, in rendering to the Company the services provided for in this Agreement, upon presentation of expense statements or such other supporting information as is consistent with the policies of the Company. (d) The Executive shall be entitled to 15 business days vacation for each full regular salary year of employment under this Agreement, which vacation time will accrue in accordance with the vacation policy of the Company. (e) The Executive shall be entitled to participate in all benefit plans (including deferred compensation plans and any medical, dental or life insurance plans) which shall be available from time to time to the domestic management employees of the Company generally, except to the extent such participation in any plan would alter the intended tax treatment of his/her accumulated sick leave onlysuch plan; provided, provided however, that he/she turns over the Executive shall have no right under this Agreement to the Authority participate in any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsadditional stock option, stock purchase or other plan relating to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability shares of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision capital stock of the last reviewing Court, shall be binding upon the parties.Company or its

Compensation. A. In The Escrow Agent shall be entitled to compensation for its services and reimbursement of its expenses as separately agreed upon with the event of a work-incurred injuryCompany, an employee must apply for Workers’ Compensation benefits. An employee which compensation and reimbursement shall be paid his/her by the Company. The Company agrees to pay such compensation and to reimburse the Escrow Agent for the out-of-pocket expenses (including, without limitation, attorneys’ and other professionals’ fees and expenses) incurred by it in connection with the services rendered by it hereunder. The fee agreed upon for the services rendered hereunder is intended as full regular salary compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Agreement, or there is any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Escrow Agent shall be compensated by the Company for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the extent Escrow Agent hereunder is not paid within 30 days of his/her accumulated sick leave onlythe date due, provided that he/she turns over to the Authority Escrow Agent in its sole discretion may charge the Company interest on such amount in accordance with its customary billing policies, which amount may not exceed the highest rate permitted by applicable law. The Escrow Agent may, in its sole discretion, withhold from any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. Howeverdistribution of Excess Escrowed Property, if visits any, an amount equal to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules any unpaid fees and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits expenses to which he/she the Escrow Agent is entitled. F. The Authority reserves entitled hereunder and is hereby granted the right to assign “light duty work” to an employeeset off and deduct any unpaid fees, at its option. G. In non-reimbursed expenses and unsatisfied indemnification rights from Excess Escrowed Property, if any. The provisions of this section shall survive the event termination of this Agreement or the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, resignation or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision removal of the last reviewing Court, shall be binding upon the partiesEscrow Agent.

Compensation. A. (a) For all services rendered by Employee, the Company shall pay Employee during the term of this Agreement an annual salary as set forth herein, payable semimonthly in arrears. Employee's annual salary shall be $225,000. During the term of this Agreement, the amount of Employee's salary shall be reviewed at periodic intervals and, upon agreement of the parties hereto, appropriate adjustments in such salary may be made. (b) In addition to salary payments as provided in Section 3(a), the Company shall provide Employee, during the term of this Agreement, with the benefits of such insurance plans, hospitalization plans and other employee fringe benefit plans as shall be generally provided to employees of the Company and for which Employee may be eligible under the terms and conditions thereof. Nothing herein contained shall require the Company to adopt or maintain any such employee benefit plans. Employee shall be provided a parking space at the Company's building, and the Company shall reimburse Employee for parking at a rate of $75.00 per month. Employee shall be provided up to $1500 per year to cover the premium for a $1,000,000 term life policy payable to the Employee's estate in the event of a work-incurred injuryEmployee's death during the term of this agreement. (c) During the term of this Agreement, an employee must apply for Workers’ Compensation benefits. An employee except as otherwise provided in Section 5(b), Employee shall be paid his/her full regular salary entitled to sick leave consistent with the Company's customary sick leave and vacation policies. Employee shall be entitled to four weeks annual vacation, in addition to the extent Company's holidays as outlined in the Company's employee handbook. (d) During the term of his/her accumulated sick leave onlythis Agreement, provided that he/she turns over the Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in connection with the business of the Company and in the performance of his duties under this Agreement upon presentation to the Authority any Company of an itemized accounting of such expenses with reasonable supporting data. (e) Employee shall participate in the Company's executive compensation program, pursuant to which Employee shall be eligible to earn a bonus of up to 30% of your base annual salary based on overall company performance and all Workers’ Compensation benefits. Only the difference your specific goals to be defined between such Workers’ Compensation benefits yourself and the employee’s full regular salary shall be charged against accumulated sick leaveCompany's Chief Executive Officer on an annual or other agreed-upon basis. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In 3.1 As compensation for the event services to be rendered by the Executive pursuant to this Agreement, the Company hereby agrees to pay the Executive a base salary equal to at least Three Hundred Twenty Five Thousand Dollars ($325,000.00) per year during the Term of a work-incurred injurythis Agreement, an employee must apply for Workers’ Compensation benefitswhich rate shall be reviewed by the Board at least annually and may be increased (but not reduced) by the Board in such amounts as the Board deems appropriate. An employee The base salary shall be paid his/her full regular salary in substantially equal bimonthly installments, in accordance with the normal payroll practices of the Company. 3.2 The Company shall provide the Executive with the opportunity to earn an annual bonus for each fiscal year of the Company, occurring in whole or in part during the Term. The annual bonus payable to the extent Executive shall be in such amount and based on such criteria for the award as may be established by the Board from time to time. Any bonus shall be paid as promptly as practicable following the end of his/her accumulated sick leave only, provided that he/she turns over the preceding fiscal year. The Executive shall participate also in all other short-term and long-term bonus or incentive plans or arrangements in which other senior executives of the Company are eligible to participate from time to time. The provisions of this Section 3.2 shall be subject to the Authority provisions of Section 3.5. 3.3 As further consideration for the services rendered by the Executive during the Term, the Executive shall be granted stock options to purchase shares of the Company's common stock on the terms and conditions set forth in the attached Schedule A (each an "Option"). 3.4 The Company shall have the right to deduct or withhold from the compensation due to the Executive hereunder any and all Workers’ Compensation benefits. Only sums required for federal income and employee social security taxes and all state or local income taxes now applicable or that may be enacted and become applicable during the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leaveTerm. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. 3.5 In the event the employee contends that he/she is entitled to Company becomes a period "publicly held corporation" within the meaning of disability beyond Section 162(m) of the period established by Internal Revenue Code of 1986, as amended (the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event"Code"), the burden shall be upon Company may provide for shareholder approval of any performance based compensation provided herein which is first created after the employee Company becomes so "publicly held," and may provide for the establishment of a compensation committee to establish any applicable performance goals and determine whether such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesperformance goals have been met.

Compensation. A. In During the event term of a work-incurred injurythe Employment Agreement the Company shall pay or provide, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary to as the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentscase may be, to the greatest extent possibleExecutive the compensation and other benefits and rights set forth in this Paragraph 1 of this Exhibit A. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in the event no less frequently than monthly) of Two Hundred Thousand Dollars ($200,000) per annum, during subject to such increase (but not decrease) as may be determined by the normal work weekBoard from time to time, Monday through Fridaybased upon the performance of the Company (on a consolidated basis) and the Executive. (b) The Executive shall be entitled to participate in the Company’s incentive compensation plans for senior executives. All follow-up visits and physical therapy will be scheduled during off hours. HoweverThe Company shall pay to the Executive incentive compensation, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicesany, the Authority will allow which such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she Executive is entitled to receive pursuant to such plan for each calendar year not later than March 15 following the end of such calendar year (or at such time as may be provided in such plan), prorated on a period per diem basis for partial calendar years of disability beyond service. (c) The Company shall provide to the period established Executive such life, medical, hospitalization and dental insurance for himself, his spouse and eligible family members as may be available to other senior executive officers of the Company (the “Insurance Plans”). The coverage under the Insurance Plans shall be at least as favorable as those under the insurances provided to the Executive by the treating physicianCompany (or it predecessor) on the date on which the Employment Agreement was first entered into, subject to the Executive’s continued insurability under the Insurance Plans. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof (and nothing in the Employment Agreement or a physician chosen this Exhibit A shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein. (e) The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Authority, or by its insurance carrier, then, and in that event, Compensation Committee of the burden Board. (f) The Executive shall be upon entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the employee Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to establish such additional period of disability by obtaining a Judgment the conditions specified in the Division governing document of Workers’ Compensation establishing such further period the particular plan. (g) The Company shall reimburse the Executive or provide him with an expense allowance during the term of disability andthe Employment Agreement for travel, such findings entertainment and other expenses reasonably and necessarily incurred by the Division of Workers’ Compensation or by Executive in connection with the final decision of Company’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the last reviewing Court, Company shall be binding upon reasonably request. (h) The Company shall provide the partiesExecutive with an automobile allowance as exists from time to time under the Company’s policy.

Compensation. A. During the term of this Employment Agreement the Company shall pay or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Paragraph 3. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company's usual pay practices (and in any event no less frequently than monthly) at the rate of Seventy Thousand Five Hundred Dollars ($71,500) per annum, to be increased (but not decreased) from time to time (based upon the performance of the Company and the Executive) as determined by the Board in its sole discretion. (b) The Company shall pay to the Executive bonus compensation for each calendar month of the Company, not later than sixty (60) days following the end of such calendar month or the termination of his employment, as the case may be, prorated on a per diem basis for partial calendar months, of 0.75% of the Company's operating income for that month if the Company achieves its operating budget goals for that month, to be increased or decreased from time to time as determined by the Board in its sole discretion. (c) The Company shall provide to the Executive and his family all the medical, dental, and all other group insurance benefits which the Company provides generally to employees of the Company during active employment. In the event of a work-incurred injurydisability or death of the Executive, an employee must apply for Workers’ Compensation benefits. An employee these benefits shall be paid his/her full regular salary to continued by the extent of his/her accumulated sick leave only, provided that he/she turns over to Company for life for the Authority any Executive and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leavehis spouse. B. (d) The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves Executive shall have the right to assign “light duty work” participate in all retirement and other benefit plans of the Company generally available from time to an employee, at its optiontime to employees of the Company and for which the Executive qualifies under their terms (and nothing in this Agreement shall or shall be considered to in any way affect the Executive's rights and benefits thereunder except as expressly provided herein). G. In the event the employee contends that he/she is (e) The Executive shall be entitled to a period such periods of disability beyond the period established vacation and sick leave allowance each year as are determined by the treating physicianExecutive in his reasonable and good faith discretion, which in any event shall be not less than as provided generally under the Company's vacation and sick leave policy for executive officers. (f) The Executive shall be entitled to participate in any option or a physician chosen other employee benefit compensation plan that is generally available to senior executive officers, as distinguished from general management, of the Company. The Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of that plan. (g) The Company shall reimburse the Executive or provide him with an expense allowance during the term of this Employment Agreement for travel, entertainment and other expenses reasonably and necessarily incurred by the Authority, or by its insurance carrier, then, and Executive in that event, connection with the burden Company's business. The Executive shall furnish such documentation with respect to reimbursement to be upon paid hereunder as the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, Company shall be binding upon the partiesreasonably request.

Compensation. A. In The Escrow Agent shall be entitled to compensation for its services as separately agreed upon with the event of a work-incurred injuryCompany, an employee must apply for Workers’ Compensation benefits. An employee which compensation shall be paid his/her by the Company. The Company agrees to pay such compensation and to reimburse the Escrow Agent for the out-of-pocket expenses (including, without limitation, attorneys’ and other professionals’ fees and expenses) incurred by it in connection with the services rendered by it hereunder. The fee agreed upon for the services rendered hereunder is intended as full regular salary compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Agreement, or there is any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Escrow Agent shall be compensated by the Company for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the extent Escrow Agent hereunder is not paid within 30 days of his/her accumulated sick leave onlythe date due, provided that he/she turns over to the Authority Escrow Agent in its sole discretion may charge the Company interest on such amount in accordance with its customary billing policies, which amount may not exceed the highest rate permitted by applicable law. The Escrow Agent may, in its sole discretion, withhold from any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. Howeverdistribution of Excess Escrowed Property, if visits any, an amount equal to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules any unpaid fees and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits expenses to which he/she the Escrow Agent is entitled. F. The Authority reserves entitled hereunder and is hereby granted the right to assign “light duty work” to an employeeset off and deduct any unpaid fees, at its option. G. In non-reimbursed expenses and unsatisfied indemnification rights from Excess Escrowed Property, if any. The provisions of this section shall survive the event termination of this Agreement or the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, resignation or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision removal of the last reviewing Court, shall be binding upon the partiesEscrow Agent.

Compensation. A. In As compensation for the event Executive’s continuing employment and service hereunder, in recognition of a work-incurred injurythe Executive’s contributions to the Company and as consideration for the Releases (as defined below), an employee must apply for Workers’ Compensation benefits. An employee the Executive’s agreement to the Transition Period, if applicable, and the respective terms and conditions thereof, and the other promises of the Executive contained in this Agreement, which shall be paid his/her full regular salary deemed to include the Executive’s agreement to (A) remain in the employ of the Company as described above through the Transition Date, (B) if the Transition Date occurs prior to December 31, 2018, to continue to serve as a Vice President of the Company until the Separation Date, on such terms and with such responsibilities as shall be mutually agreed by the Executive and his successor, in order to timely and accurately respond to reasonable requests by the Company to the extent of his/her accumulated sick leave only, provided that he/she turns over reasonably possible with respect to the Authority transition of his duties following the Transition Date and other matters involving the Company about which the Executive has or may have personal knowledge (other than the Executive’s separation or any other claim the Executive may bring against the Company that is not released under the Releases), including any such matters which may arise after the Transition Date, (C) comply with the Company’s Business Ethics and Code of Conduct Policy and other policies relating to conduct, as in effect from time to time and applicable to its executive officers, and (D) subject to Section 6(a) below, comply with all Workers’ Compensation benefits. Only covenants to which the difference between such Workers’ Compensation benefits Executive has agreed as part of his employment with the Company, including, but not limited to, those in the Employee Confidential Information and Inventions Assignment Agreement with the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, Executive (as amended from time to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicestime, the Authority will allow such visits during working hours. C. All visits “Confidentiality Agreement,” a copy of which is attached hereto as Exhibit A), (the covenants described in the immediately preceding clauses (A) through (D) of this Section 2 are scheduled by collectively referred to herein as the Authority pursuant to current Authority rules “Covenants”); and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying provided, that the Executive timely signs and gaining permission to do so from returns this Agreement, complies with Covenants and complies with Sections 7, 9 and 13 below and does not revoke the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that eventReleases, the burden shall be upon Company will provide Executive with the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.following compensation and benefits:

Compensation. A. In (a) For all of the event services rendered by the Executive hereunder during the Term, the Executive shall receive an annual base salary of $[SALARY] (the “Base Salary”), payable in accordance with the Company’s regular payroll practices in effect from time to time. The Base Salary will be reviewed annually by the Board to determine if any increase is appropriate, and if Executive’s Base Salary is increased, then the term “Base Salary” as used in this Agreement shall mean the amount of the Executive’s Base Salary then in effect at the applicable time. (b) During the Term, the Executive shall be eligible to receive an annual bonus (pro-rated for the first fiscal year of the Term) with a work-incurred injurytarget amount equal to [TARGET BONUS PERCENTAGE]% of the Base Salary (the “Annual Bonus”), an employee must apply for Workers’ Compensation benefitson such terms and conditions as the Board may specify in its sole discretion. An employee Subject to the Executive’s continued employment through the payment date (except as otherwise provided in this Agreement), the Annual Bonus, if any, shall be paid his/her full regular salary to the extent of his/her accumulated sick leave onlyExecutive on the date the Company pays bonuses to its executives generally for the year to which such Annual Bonus relates. (c) During the Term, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Executive shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsentitled to participate in the Company’s employee benefit plans, to the greatest extent possibleincluding without limitation, during the normal work weekany health, Monday through Friday. All follow-up visits dental, vision and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled 401(k) plans maintained by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveCompany, he/she may then use any unused vacation time on the same basis terms and conditions as may from time to time be applicable to the Company’s other executive officers, as such employee benefit plans may be in Paragraph A above, or he/she may elect place from time to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledtime. F. (d) The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is Executive shall be entitled to a period minimum of disability beyond twenty (20) days of vacation per year (prorated for any partial year worked), in accordance with Company’s policy as in effect from time to time. The Executive shall also be entitled to sick days and paid holidays in accordance with the period established Company’s policy as in effect from time to time. (e) During the Term, the Executive shall be reimbursed by the treating physicianCompany for all necessary and reasonable expenses, or a physician chosen by professional dues, continuing education fees including without limitation any fees and expenses related to the Authority, or by its insurance carrier, thenmaintenance of professional licenses, and membership dues incurred by him in that eventconnection with the performance of his duties hereunder. The Executive shall keep an itemized account of such expenses, together with vouchers and/or receipts verifying the burden same. Any such expense reimbursement will be made in accordance with the Company’s policies governing reimbursement of expenses as are in effect from time to time. (f) All payments and benefits made pursuant to this Agreement shall be upon subject to such withholding as the employee to establish such additional period of disability Company reasonably believes is required by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andany applicable federal, such findings by the Division of Workers’ Compensation state, local or by the final decision of the last reviewing Court, shall be binding upon the partiesforeign law.

Compensation. A. In consideration for the event of a work-incurred injuryTES Services, an employee must apply for Workers’ Compensation benefits. An employee Client shall compensate TES at the rates set forth on Appendix D, which rates shall be paid his/her subject to adjustment as provided in Appendix D (the “Service Rates”). Compensation shall be payable by Client on a monthly basis as follows: (i) Within fifteen (15) business days of the last day of each month during the Term of this Agreement, TES shall submit an invoice to Client for Services provided during such month at the rates described in Appendix D, showing a credit to Client for the amount of the Prepayment for that month, and accompanied by true and complete copies of the attendance and time records described in Section 7(d) above. Special requests of additional information or documentation beyond TES’ usual and customary documentation must be agreed to in advance in writing and not create undue burden to TES. If the request requires a significant amount of time, a service charge will be added to each invoice to cover our out of pockets expenses. Each undisputed invoice so delivered shall be due and payable in full regular salary by Client within thirty (30) calendar days, subject to paragraph (ii) below. (ii) If Client has a bona fide, good faith dispute with respect to whether a particular Service identified in a TES invoice hereunder was actually provided in accordance with the terms of this Agreement, Client shall give written notice to ▇▇▇ describing such dispute in reasonable detail within ten (10) calendar days of the date of such invoice, accompanied by payment in full of all amounts shown on such invoice that are not the subject of the dispute(s) described on such notice. TES and Client shall use their best reasonable good faith efforts to resolve such dispute within the thirty (30) calendar day period following such notice, and Client will provide to TES all student and other records relevant to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefitsdisputed charges. Only the difference between If such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services dispute cannot be scheduled during off hours due to unavailability of medical servicesresolved within such thirty (30) day period, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority either TES or Client may terminate this Agreement on not less than forty (40) business days written notice pursuant to current Authority rules Section 12(b) below, and regulations. No employee either party, regardless of whether the Agreement is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leavethen terminated, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves shall have the right to assign “light duty work” submit the dispute to an employee, at its optionmediation and arbitration in accordance with Section 16(j) below. The failure of Client to notify TES as to any disputed invoice or portion thereof in writing within thirty days pursuant to this subsection shall be a stipulation by Client that the charges therein are accurate and a waiver of any objection to those charges. G. In (iii) For payments not received within thirty (30) calendar days as described in paragraph (i) above, Client shall pay a finance charge equal to the event greater of 10% or the employee contends that he/she is entitled highest maximum lawful rate per annum, which will be added to a period of disability beyond the period established by the treating physicianall outstanding amounts, or a physician chosen by the Authoritycompounded monthly. Client agrees to pay TES all costs incurred in collecting past due amounts, or by its insurance carrierincluding actual attorney fees, thencourt fees, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesdispute resolution fees.

Compensation. A. In (a) For all services to be rendered by Employee to Company, Company shall pay Employee an initial base annual salary computed and earned ratably over twelve months at the event rate of Two Hundred Thirty Thousand Dollars ($230,000) per year, commencing on the date hereof, payable in accordance with Company’s normal payroll procedures. The Company’s Compensation Committee shall each calendar year commission a work-incurred injurycompensation study for Employee’s position and shall review Employee’s annual salary after taking into account the recommendations set forth in the compensation study. (b) To the extent that Company, from time to time in its sole discretion, offers or provides any of the following to its employees, Employee, on an employee must apply for Workers’ Compensation benefits. An employee equal basis with such other employees, shall be paid his/her full regular salary entitled to: (i) participation in all, if any, life, health, medical, hospital, accident and disability insurance programs of Company in existence for the benefit of its employees and for which Employee qualifies; (ii) participation in all, if any, pension, retirement, profit sharing or stock purchase plans for which Employee qualifies; and (iii) participation in any other employee benefits which Company accords to its employees and for which Employee qualifies. (c) During the extent term of his/her accumulated sick leave onlyEmployee’s employment with Company, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Employee shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsentitled to reimbursement for reasonable business expenses, to the greatest extent possibleincluding gasoline, during the normal work week, Monday through Fridayincurred on behalf of Company. All follow-up visits and physical therapy Reimbursement for business expenses will be scheduled during off hours. However, if visits provided to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time Employee on the same basis and under the same guidelines as are applicable to all of Company’s employees. The Company shall also provide the Employee with a seven hundred dollars ($700.00) per month car allowance. (d) On the date that is within two business days after this Agreement is executed by all parties to it, Employee shall be awarded an option grant exercisable into Sixty Thousand shares of the Corporation’s common stock (“Option”). The Option shall be granted under the Corporation’s Stock Option Plan at an exercise price equal to the close of market on the date of grant. The Option shall be a ten year option and shall vest over two years with the first twenty thousand (20,000) option shares vesting on the date of grant, the next twenty thousand (20,000) option shares vesting twelve months from the date of grant and the last twenty thousand (20,000) option shares vesting twenty four months from the date of grant. Notwithstanding the vesting schedule, the Option shall completely vest upon the occurrence of the Retention Payment Trigger Event, as defined in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled2(e) below. F. The Authority reserves (e) To encourage, Employee to remain Employed with the right to assign “light duty work” to an employeeCompany, at its option. G. In the event Company shall pay Employee a Retention Payment, as hereafter defined, upon the employee contends occurrence of the Retention Payment Trigger Event, as hereafter defined; provided that he/she Employee is entitled to a period of disability beyond the period established employed by the treating physicianCompany at the time of the Retention Payment Trigger Event. For purposes of this Agreement, the term “Retention Payment” shall mean a lump sum cash payment equal to the Employee’s then current annual base salary, without consideration for any bonuses or a physician chosen by the Authorityvalue of any option award. The Retention Payment shall be paid to Employee within ten (10) business days after the date that the Retention Payment Trigger Event occurred. For purposes of this Agreement the Retention Payment Trigger Event has occurred when both of the following items have occurred (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or by its insurance carrier, then▇▇ no longer serves as the Company’s Chief Executive Officer, and (ii) any one of the events set forth in that eventitems (a) through and including (c) below have taken place. The Retention Payment Trigger Event shall have occurred when both item (i) and (ii) occur regardless of which of the items occurs first or whether there is a time gap between the items. By way of example, if any one of the items in (a) through (c) below occurs in October 1, 2007 and ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. remains the Chief Executive Officer until December 30, 2007, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andRetention Payment Trigger Event has not occurred until December 30, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.2007. Items (a) through (c) are as follows:

Compensation. A. In (a) For the event services rendered under this Agreement, the Company shall pay the Management Fee and the Manager Incentive Compensation to the Manager. The Manager will not receive any compensation as calculated hereunder for the period prior to the Effective Date (but will instead be entitled to receive compensation for the period prior to the Effective Date subject to and in accordance with the terms of the Original Management Agreement). Further, for the Company’s properties under contract to be sold or specifically identified in a work-incurred injuryBroker Agreement as being marketed for sale as of the Effective Date, an employee must apply for Workers’ Compensation benefits. An employee Manager shall be entitled to receive a Disposition Fee in accordance with the terms of the Original Management Agreement; provided, in any case, that (i) a majority of the Independent Directors first determine that the Manager or its Affiliates provided a substantial amount of the services in connection with the sale of such properties, and (ii) the applicable Broker Agreement would still entitle the broker to receive a sales commission or other fee in connection with the sale. (b) The parties acknowledge that the Management Fee is intended in part to compensate the Manager and its Affiliates for the costs and expenses (other than reimbursable costs and expenses) they will incur hereunder and pursuant to any sub-management agreement, as well as certain expenses not otherwise reimbursable under Section 7 below, in order for the Manager to provide the Company the management services rendered under this Agreement. The management or advisory fee paid his/her full regular salary by the Manager under a sub-advisory agreement (if any) shall not constitute an expense reimbursable by the Company under this Agreement or otherwise unless approved by the Board and majority of the Independent Directors. (c) The Management Fee as calculated hereunder shall be payable in arrears in cash, in quarterly installments commencing with the quarter in which the Effective Date occurs. If applicable, the initial and final installments of the Management Fee shall be pro-rated based on the number of days during the initial and final quarter, respectively, that this Agreement is in effect. The Manager shall calculate each quarterly installment of the Management Fee, and deliver such calculation to the extent Company, within thirty (30) days following the last day of his/her accumulated sick leave only, provided that he/she turns over each calendar quarter. The Company shall pay the Manager each installment of the Management Fee within five (5) Business Days after the date of delivery to the Authority any and all Workers’ Company of such calculation. (d) The Incentive Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary as calculated hereunder shall be charged against accumulated sick leave. B. payable in arrears in cash, in quarterly installments commencing with the quarter in which the Effective Date occurs. The Authority will schedule Workers’ Manager shall calculate each quarterly installment of the Incentive Compensation appointments, (as well as the allocation of such Incentive Compensation between Manager Incentive Compensation and Securities Manager Incentive Compensation) within forty-five (45) days after the end of the calendar quarter with respect to which such installment is payable and promptly deliver such calculation to the greatest extent possible, during Board. The Company shall pay the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision Manager each installment of the last reviewing Court, shall be binding upon Manager Incentive Compensation within five (5) Business Days after the partiesdate of delivery to the Board of such calculation.

Compensation. A. In (a) The Borrower agrees, subject to Section 5.03(b): (i) to pay to the event Loan Agent on each Payment Date reasonable compensation, as set forth in a separate fee schedule, for all services rendered by it hereunder subject to the terms of the Indenture (including the Priority of Payments set forth in Section 11.1 thereof); (ii) except as otherwise expressly provided herein, to reimburse each of the Loan Agent and the Collateral Trustee in a worktimely manner upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred injuryor made by the Loan Agent or the Collateral Trustee, an employee must apply as applicable, in accordance with any provision of this Agreement or the Indenture (including the reasonable compensation and expenses and disbursements of its agents and legal counsel, except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith); and (iii) to indemnify the Loan Agent and the Collateral Trustee and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of any of the Loan Agent’s or Collateral Trustee’s, as applicable, obligations or duties under this Agreement or the Indenture, including the out-of-pocket costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or the enforcement of the Borrower’s obligations hereunder. (b) Any amounts payable to the Loan Agent or the Collateral Trustee pursuant to this Agreement shall constitute Administrative Expenses, payable on each Payment Date only to the extent that funds are available for Workers’ Compensation benefits. An employee such purpose in accordance with the Priority of Payments, and any such amounts not paid on or prior to any Payment Date shall remain outstanding and shall be paid his/her full regular salary payable on the next Payment Date on which funds are available for such purpose pursuant to the Priority of Payments. (c) The provisions of this Section 5.03 shall survive the termination of this Agreement and the removal or resignation of the Loan Agent or the Collateral Trustee (to the extent of his/her accumulated sick leave onlyany fees or indemnified liabilities, provided that he/she turns over to the Authority any costs, expenses and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A aboveother amounts arising or incurred prior to, or he/she may elect to go on unpaid leave arising out of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, actions or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andomissions occurring prior to, such findings by the Division of Workers’ Compensation termination, resignation or by the final decision of the last reviewing Court, shall be binding upon the partiesremoval).

Compensation. A. (a) For the services rendered by CGW hereunder, the Corporation shall pay to CGW (i) a monthly fee of $30,000 on the first day of each calendar month occurring during the Term, (ii) a fee with respect to each fiscal year of the Corporation that ends during the Term in an amount equal to the bonus paid to the Chief Executive Officer of the Corporation with respect to such fiscal year, such additional fee to be paid at the same time as such bonus is paid to the Chief Executive Officer, and (iii) a fee with respect to the portion of the fiscal year of the Corporation in which this Agreement begins or ends and during which this Agreement is in effect in an amount equal to the portion of the bonus paid to the chief executive officer of the Corporation with respect to such fiscal year pro rated based upon the number of days during such fiscal year this Agreement is in effect. The amount payable under this Section 3(a) is herein referred to as the "Retainer Fee." Notwithstanding the foregoing, in no event shall the Retainer Fee exceed $500,000 in any fiscal year that ends during the term. (b) In addition to the event of a work-incurred injuryRetainer Fee, an employee must apply for Workers’ Compensation benefits. An employee the Corporation shall pay to CGW fees in such amounts as shall be paid his/her full regular salary mutually agreed upon in advance for any services provided by CGW with respect to services provided to the extent Corporation by CGW at the request of his/her accumulated sick leave onlythe Corporation or any of its subsidiaries which fall outside the scope of services generally contemplated by Section 1 of this Agreement. (c) Upon termination of this Agreement as provided in Section 5 below, provided that he/she turns over the Corporation shall pay to CGW an amount equal to the Authority aggregate Retainer Fee that would have been paid over the remaining Term had such termination not occurred. For purposes of determining such amount the bonus deemed to be paid to the Chief Executive Officer of the Corporation for any and all Workers’ Compensation benefits. Only fiscal year of the difference between Corporation ending after any such Workers’ Compensation benefits and the employee’s full regular salary termination shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsthe average of the annual bonus paid to such officer for the full fiscal years of the Corporation ended after the date hereof and prior to such termination, and if no full fiscal years have ended during such period, then the bonus deemed to be paid to the greatest extent possible, during chief executive officer for each fiscal year of the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability Corporation ending after such termination of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden this Agreement shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties$140,000.

Compensation. A. In consideration of the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary Executive's agreements contained herein and as compensation to the extent Executive for the performance of his/her accumulated sick leave onlythe services required hereunder, provided the Company shall pay or grant to him the following salary and other compensation and benefits: a base salary, payable in equal installments not less frequently than monthly, at such annual rate, not less than the current salary per year, as is determined from time to time by the Board or an appropriate committee thereof, provided, however, that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular Executive's base salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, periodically reviewed by the Board and shall be increased if the Board determines that an increase is appropriate on the basis of the types of factors it generally takes into account in increasing the salaries of executive officers of the Company; an annual incentive compensation payment equal to the greatest extent possibleamount, if any, payable to the Executive under the terms and conditions of the Company's Short-Term Incentive Compensation Plan as in effect for each annual period during the normal work weekterm of this Agreement; such other awards under the Company's Key Employee Restricted Stock Option and Stock Appreciation Rights Incentive Compensation Plan (the "Option Plan") or under any other stock option, Monday through Friday. All follow-up visits incentive compensation or other compensation plan, program or arrangement, now existing or hereafter adopted as applicable to executive officers of the Company, as the Board, or an appropriate committee thereof administering such plan, program or arrangement, may determine appropriate in light of the duties and physical therapy will be scheduled during off hours. However, if visits responsibilities of the Executive in respect to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time other executive officers; participation on the same basis terms and conditions as all other employees in all employee benefit plans, whether or not qualified within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as may be amended from time to time (the "Code"), as may be now or hereafter sponsored or maintained for all employees of the Company and participation on the same terms and conditions as other executive officers in such other plan, program or arrangement as may be now or hereafter sponsored or maintained for executive officers of the Company; reimbursement for reasonable travel and other expenses incurred by Executive in performing his obligations hereunder pursuant to the terms and conditions of the Company's policy in respect thereto; and reasonable vacations, absences on account of temporary illness and fringe benefits customarily enjoyed by employees or executive officers of the Company under the terms and conditions of the Company's policy in respect thereto. Nothing contained in this Agreement shall prevent the Board from amending or otherwise altering the Short-Term Incentive Plan, the Option Plan or any other plan, program or arrangement so long as such amendment or alteration (i) is accomplished pursuant to the terms thereof as in Paragraph A aboveeffect on the Effective Date or on the date such is adopted, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, thenif later, and in that event(ii) equitably affects all employees, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andexecutive or otherwise, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiespreviously covered thereunder.

Compensation. A. (a) In consideration of the event services to be rendered by the Executive hereunder, including, without limitation, any services rendered by the Executive as director of a work-incurred injurythe Company or of any parent, subsidiary or affiliate of the Company, the Company agrees to pay the Executive, and the Executive agrees to accept fixed compensation at the rate of Eighty Five Thousand ($ 85,000.00), subject to all required federal, state and local payroll deductions, that shall increase on the anniversary date of August 3, 2005 and upon every annual anniversary thereafter, at the rate based on the Consumer Price Index (b) The Executive shall also be entitled to three weeks vacation, unlimited sick leave and fringe benefits, (monthly expenses, travel expenses and an employee must apply Annual Bonus) in accordance with Company policies and plans in effect, from time to time, for Workers’ executive officers of the Company. (c) The Executive shall participate in the Company's Corporate Compensation benefitsProgram as approved and authorized by the Board of Directors of the Company, subject to amendment by the Board of Directors or the Compensation Committee of the Board of Directors of the Company ("Incentive Compensation"). An employee The Executive shall not receive any Incentive Compensation should the Executive be terminated for Termination for Cause. Such Incentive Compensation for the particular fiscal year shall be paid his/her full regular salary to the extent Executive no later than upon the filing of his/her accumulated sick leave onlythe Company's Form 10-KSB, or equivalent form, or if no Form 10-KSB need be filed, then within ninety (90) days after the end of each fiscal year. (d) Except as hereinafter provided that he/she turns over in Section 5(a), the Company shall pay the Executive, for any period during which the Executive is unable fully to perform his duties because of physical or mental illness or incapacity, an amount equal to the Authority fixed compensation due the Executive for such period less the aggregate amount of all income disability benefits which the Executive may receive or to which the Executive may be entitled under or by reason of (i) any group health and/or disability insurance plan provided by the Company; (ii) any applicable state disability law; (iii) the Federal Social Security Act; (iv) any applicable worker's compensation law or similar law; and all Workers’ Compensation benefits. Only (v) any plan towards which the difference between Company or any parent, subsidiary or affiliate of the Company has contributed or for which it has made payroll deductions, such Workers’ Compensation benefits as group accident, health and/or disability policies. (e) The Executive shall be granted a stock option under the Company's stock option plan as adopted by the Board of Directors and the employee’s full regular salary shareholders of the Company (the "Plan"). The Company will provide the Executive a Stock Option Contract for his signature which will set out the terms of the option. This Stock Option shall be charged against accumulated sick leavesubject to the terms of the Plan. B. The Authority will schedule Workers’ Compensation appointments(f) Upon the closing of an acquisition or merger by the Company, the executive shall receive acquisition compensation equal to six percent (6%) of the greatest extent possiblegross consideration paid or received by the Company, payable in the form of cash, debt or in shares of the Company's Class B Common stock, at the Executive's option, related to a merger or acquisition transaction(s) consummated with the Company during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability term of medical services, the Authority will allow such visits during working hoursthis Agreement. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In The Owner shall compensate the event Allottee in case of any loss caused to him/her/them/it due to defective right title or interest in respect of the Said Land in the manner as provided under the Act subject to the Allottee not having committed default or violation or breach or non-compliance of any of the terms and conditions of this Agreement and subject to the Allottee having made timely payments of all amounts under this Agreement and/or otherwise required under Applicable Law. The claim for interest and compensation under this provision shall not be barred by limitation provided under any law for the time being in force. It is further made clear that the Promoter shall not have any liability regarding the title right or interest since the same is the responsibility, obligation and liability solely of the Owner. Except for occurrence of a work-incurred injuryForce Majeure event, an employee must apply if the Transferors fail to complete or are unable to give possession of the Apartment (i) in accordance with the terms of this Agreement within the date specified in Clause 7.1; or (ii) due to discontinuance of the Promoter’s business on account of suspension or revocation of the registration under the Act, or for Workers’ Compensation benefitsany other reason attributable to the Transferors, the Transferors shall be liable on written demand to the Allottee, in case the Allottee wishes to withdraw from the Project without prejudice to any other remedy available, to return the total amount received by them towards the Total Price of the Apartment, with interest at the rate specified in Rule 17 of the WBRERA Rules which shall be deemed to include compensation provided under the Act within 45 (forty five) days of it becoming due or within such further time as may be agreed between the Parties. An employee Provided that where the Allottee does not withdraw from the Project, the Allottee may claim from the Transferors interest at the rate specified in Rule 17 of the WBRERA Rules for every month of delay, till the handing over of the possession of the Apartment which shall be paid his/her full regular salary by the Transferors to the extent Allottee within 45 (forty five) days or any extended period of his/her accumulated sick leave only, provided that he/she turns over time of it becoming due. Any interest or compensation payable to the Authority any and all Workers’ Compensation benefits. Only Allottee may be adjusted against the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled interest receivable by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so Transferors from the AuthorityAllottee for delayed payment in terms of this Agreement. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In For all financial public relations services hereunder during the event term hereof, the Company shall pay Consultant as follows: (A) For services provided as per this agreement, Company agrees to issue Consultant 400,000 shares for services rendered. Said shares will be restricted and bear a legend to this effect. (B) Consultant will devote himself to the task of a work-incurred injurylocating new sources of funds for the Company, an employee must apply for Workers’ Compensation benefitsdrawing upon his contacts among commercial lenders, investment bankers, venture capitalists and accredited private investors. An employee It is further agreed that consultant shall be entitled to a fee equal to 10% of the funding that the consultant has been responsible for locating, and said fee may be paid his/her full regular salary in cash, or if Consultant is agreeable, in a combination of cash and stock. (C) At Consultant's option, any invoice presented to the extent company may be converted into common shares of his/her accumulated sick leave onlythe Company, provided and said shares shall be restricted and issued with a legend affixed, which states that he/she turns over the stock is unregistered. (D) Company agrees to additionally compensate Consultant in the Authority amount of $8,000.00 on a monthly basis for a period of 6 months. (E) Company agrees to reimburse Consultant's approved expenses including travel, meals, entertainment, and transportation with a mutually agreed per diem on any and all Workers’ Compensation benefitstravel. (F) For all special services not within the scope of the Agreement, Company shall pay Consultant such fees, costs, and expenses as and when the parties shall determine in advance of the performance of the special services. (G) Consultant or its designee(s) shall be granted warrants to purchase additional shares of Company immediately upon Company becoming "public". Only Such Warrants shall be exercised in whole or part, for period of three years from the difference between such Workers’ Compensation benefits date of signing this a warrant agreement which shall be in the form as attached hereto as Exhibit "A", which warrant agreement shall be executed immediately upon Company becoming a publicly traded company and which fully executed Warrant Agreement with attached Warrants shall be delivered to Consultant at that time. The following amounts of stock covered by the Warrants and the employee’s full regular salary exercise prices shall be charged against accumulated sick leaveas follows; (H) Consultant shall have the option to appoint one Board of Director position. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In Escrow Agent shall be entitled, for the event of a work-incurred injuryduties to be performed by it hereunder, an employee must apply for Workers’ Compensation benefits. An employee to compensation as stated in the schedule attached hereto as Schedule III, which fee shall be paid his/her full regular salary by the Company within five (5) business days of the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including attorney’s fees. Neither the modification, cancellation, termination, resignation or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any such closing. As security for the due and punctual performance of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only of the difference between such Workers’ Compensation benefits and the employeeCompany’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, obligations to the greatest extent possibleEscrow Agent hereunder, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicesnow or hereafter arising, the Authority will allow such visits during working hours. C. All visits Company, hereby pledges, assigns and grants to the Escrow Agent a continuing security interest in, and a lien on and right of setoff against, the Escrow Funds and all distributions thereon, investments thereof or additions thereto. If any fees, expenses or costs incurred by, or any obligations owed to, the Escrow Agent hereunder are scheduled not promptly paid when due then following five (5) Business Days written notice by the Authority pursuant Escrow Agent of its intent to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so set-off against the Escrow Funds, the Escrow Agent may reimburse itself therefor from the Authority. D. At no time Escrow Funds, and may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leavesell, he/she may then use convey or otherwise dispose of any unused vacation time on Escrow Funds for such purpose. The security interest and setoff rights of the same basis as Escrow Agent shall at all times be valid, perfected and enforceable by the Escrow Agent against the Parties and all third parties in Paragraph A aboveaccordance with the terms of this Escrow Agreement. The terms of this paragraph shall survive termination of this Agreement. Notwithstanding anything contained herein to the contrary and for the avoidance of doubt, or he/she may elect to go on unpaid leave of absence the Company hereby agrees that any fee contemplated under this Section 2.6 is still due and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In payable even in the event the employee contends that he/she is entitled Company delivers a Termination Notice pursuant to a period of disability beyond Section 1.2(a) herein or funds are returned to Investors on the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee Final Termination Date pursuant to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesSection 1.2(c) herein.

Compensation. A. In (1) Each service employee employed in the performance of this contract by the Contractor or any subcontractor shall be paid not less than the minimum monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe benefits determined by the Secretary of Labor or the Secretary's authorized representative, as specified in any wage determination attached to this contract. (2) If a wage determination is attached to this contract, the Contractor shall classify any class of service employees not listed in it, but to be employed under this contract (i.e., the work to be performed is not performed by any classification listed in the wage determination) so as to provide a reasonable relationship (i.e., appropriate level of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed class of employees shall be paid the monetary wages and furnished the fringe benefits as are determined pursuant to the procedures in this paragraph. This conforming procedure shall be initiated by the Contractor prior to the performance of contract work by the unlisted class of employee. (a) The Contractor shall submit Standard Form (SF) 1444, Request for Authorization of Additional Classification and Rate, to the Contracting Officer no later than 30 days after the unlisted class of employee performs any contract work. The Contracting Officer shall review the proposed classification and rate and promptly submit the completed SF 1444 (which must include information regarding the agreement or disagreement of the employees’ authorized representatives or the employees themselves together with the agency recommendation), and all pertinent information to the Wage and Hour Division, Employment Standards Administration (ESA), Department of Labor. The Wage and Hour Division will approve, modify, or disapprove the action or render a final determination in the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefitsdisagreement within 30 days of receipt or will notify the Contracting Officer within 30 days of receipt that additional time is necessary; (b) The final determination of the conformance action by the Wage and Hour Division shall be transmitted to the Contracting Officer who shall promptly notify the Contractor of the action taken. An Each affected employee shall be paid his/her full regular salary to furnished by the extent Contracting Officer with a written copy of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary determination or it shall be charged against accumulated sick leave.posted as a part of the wage determination; B. (c) The Authority will schedule Workers’ Compensation appointments, process of establishing wage and fringe benefit rates that bear a reasonable relationship to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services those listed in a wage determination cannot be scheduled during off hours due reduced to unavailability any single formula. The approach used may vary from wage determination to wage determination depending on the circumstances. Standard wage and salary administration practices which rank various job classifications by pay grade pursuant to point schemes or other job factors may, for example, be relied upon. Guidance may also be obtained from the way different jobs are rated under Federal pay systems (Federal Wage Board Pay System and the General Schedule) or from other wage determinations issued in the same locality. Basic to the establishment of medical servicesany conformable wage rate(s) is the concept that a pay relationship should be maintained between job classifications based on the skill required and the duties performed; (d) In the case of a contract modification, an exercise of an option, or extension of an existing contract, or in any other case where a Contractor succeeds to a contract under which the classification in question was previously conformed pursuant to this clause, a new conformed wage rate and fringe benefits may be assigned to the conformed classification by indexing (i.e., adjusting) the previous conformed rate and fringe benefits by an amount equal to the average (mean) percentage increase (or decrease, where appropriate) between the wages and fringe benefits specified for all classifications to be used on the contract which are listed in the current wage determination, and those specified for the corresponding classifications in the previously applicable wage determination. Where conforming actions are accomplished in accordance with this paragraph prior to the performance of contract work by the unlisted class of employees, the Authority will allow Contractor shall advise the Contracting Officer of the action taken but the other procedures in this clause need not be followed; (e) No employee engaged in performing work on this contract shall in any event be paid less than the currently applicable minimum wage specified under section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended; (f) The wage rate and fringe benefits finally determined under this clause shall be paid to all employees performing in the classification from the first day on which contract work is performed by them in the classification. Failure to pay the unlisted employees the compensation agreed upon by the interested parties or finally determined by the Wage and Hour Division retroactive to the date such visits during working hoursclass of employees commenced contract work shall be a violation of the Act and this contract; (g) Upon discovery of failure to comply with this clause, the Wage and Hour Division shall make a final determination of conformed classification, wage rate, and/or fringe benefits which shall be retroactive to the date such class or classes of employees commenced contract work. C. All visits are scheduled (3) If the term of this contract is more than 1 year, the minimum wages and fringe benefits required for service employees under this contract shall be subject to adjustment after 1 year and not less often than once every 2 years, under wage determinations issued by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the AuthorityESA. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use (4) The Contractor can discharge the obligation to furnish fringe benefits specified in the attachment or determined under paragraph (2) of this clause by furnishing any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave equivalent combinations of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authoritybona fide fringe benefits, or by its insurance carriermaking equivalent or differential cash payments, then, in accordance with Subpart B and in that event, the burden shall be upon the employee to establish such additional period C of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties29 CFR 4.

Compensation. A. In a. The parties acknowledge that the event compensation payable to GKF for the Perfexion as set forth in this Second Amendment has been negotiated by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the Perfexion, YNHH’s capabilities in providing high quality radiation oncology services, market dynamics, GKF’s risk in providing the Equipment, and the provision to GKF of a workreasonable rate of return on its investment in support of the Equipment. Based thereon, the Parties believe that the Per Procedure Payments and Additional Payments, if any, represent fair market value for the use of the Perfexion, the de-incurred injuryinstallation and removal of the Model 4C, the Perfexion Upgrade, marketing support, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs to be provided or paid for by GKF pursuant to this Second Amendment, and the transfer of the Deposit to GKF. YNHH undertakes no obligation to perform any minimum number of procedures on the Equipment, and the use of the Equipment for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patients. b. Commencing from the first procedure performed using the Perfexion at the New Site (the “First Perfexion Procedure Date”) and continuing through the duration of the Term (as extended hereby), YNHH shall pay to GKF on a monthly basis, the applicable “Per Procedure Payments” (as set forth on Exhibit “A” attached hereto) multiplied by each and every procedure performed during the subject month using the Perfexion, irrespective of (i) whether the procedure is performed by YNHH, ASC, or their respective representatives or “Affiliates” (as defined in the First Amendment), or any other person or entity; or (ii) the actual amounts billed or collected, if any, pertaining to such procedures. As used herein, a “procedure” shall mean any treatment of a patient, whether performed on an employee must apply for Workers’ Compensation benefits. An employee inpatient or outpatient basis, that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum. c. The Per Procedure Payments shall be paid his/her full regular salary payable within thirty (30) days after the conclusion of each calendar month in which the applicable procedures were performed. Throughout the Term and thereafter until final settlement of all amounts owed to either party under the Lease, each party shall have the right at reasonable times and upon reasonable advance notice to inspect, audit and copy the other party’s books and records which relate to scheduling and billing of, and reimbursement for, Gamma Knife procedures, the Per Procedure Payments and Additional Payments, and the service, insurance and property tax expenses associated with the Perfexion. d. In addition to the extent of his/her accumulated sick leave onlyPer Procedure Payments, provided YNHH shall continue to remain obligated to pay GKF any Additional Payments that he/she turns over to may become due from and after the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Perfexion Upgrade, which Additional Payments shall be charged against accumulated sick leave.calculated and paid as set forth in the First Amendment, except that: B. (i) The Authority will schedule Workers’ Compensation appointments, to incremental Additional Payment of * (as set forth in the greatest extent possible, during First Amendment) for each procedure performed using the normal work week, Monday through FridayAdditional Unit(s) shall be replaced with the applicable Per Procedure Payment then being paid by YNHH under this Second Amendment. All follow-up visits and physical therapy will be scheduled during off hours. HoweverFor example, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled Per Procedure Payment then being paid by the Authority pursuant to current Authority rules and regulations. No employee YNHH is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier*, then, the incremental Additional Payment shall be equal to * multiplied by each procedure performed using the Additional Unit(s) during the corresponding Contract Year (or Shortfall Contract Year, if applicable), up to an aggregate of * procedures (prorated if the subject Contract Year is less than 365 days) combined between procedures performed using the Perfexion and procedures performed using the Additional Unit(s), irrespective of (1) whether such procedures are performed by YNHH, its representatives or Affiliates (as defined in that eventthe First Amendment), or any other person or entity; or (2) the actual amounts billed or collected, if any, pertaining to any such procedures; and (ii) “Contract Year” shall mean each successive twelve (12) month period commencing from the First Perfexion Procedure Date. e. Notwithstanding the foregoing, the burden compensation payable to GKF pertaining to procedures performed prior to the First Perfexion Procedure Date shall continue to be upon calculated and paid by YNHH in accordance with the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesFirst Amendment.

Compensation. A. In the event of a work-incurred injury, an employee must apply 3.1. As compensation for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary his services and undertakings pursuant to the extent terms of his/her accumulated sick leave onlythis Agreement, provided that he/she turns over to the Authority Executive shall receive base salary ("Base Salary") at the rate of $90,000 for the first 12 months of the term, $94,500 for the second year of the Term and $99,225 for the third and any and all Workers’ Compensation benefitsfollowing years of the Term. Only the difference between such Workers’ Compensation benefits and the employee’s full regular The salary shall be charged against accumulated sick leavepayable at such regular times and intervals as the Company customarily pays its employees from time to time. B. 3.2. The Authority Executive will schedule Workers’ Compensation appointments, to participate in the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy companies stock option program which will be scheduled during off hoursoperational before the end of 2001. HoweverThe executive will receive 10 year options to purchase common stock of American Portfolios Holdings, if visits Inc.. The options will be exercisable at $1.00 per share with the minimum number of shares equal to authorized services cannot be scheduled during off hours due to unavailability 10% of medical services, the Authority will allow such visits during working hoursexecutives annual compensation. C. All visits are scheduled by 3.3. The Executive shall have the Authority pursuant right to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveparticipate, he/she may then use any unused vacation time on the same basis as executive employees of APH, in Paragraph A abovethe APH's employee benefit programs, including, without limitation, group life, health, accident and hospitalization insurance programs covering the Executive and his dependents and disability insurance similar in coverage to that currently provided. The Executive shall be entitled to paid vacation of three (3) weeks per year. The Executive shall schedule such vacation so as not to adversely impact the operations of the Company. Any unused vacation time will carry forward and be added to the following year. 3.4. The Company shall deduct from the Executive's compensation any Federal, state or city withholding taxes, social security contributions and any other amounts which may be required to be deducted or withheld by the Company pursuant to any federal, state or city laws, rules or regulations. 3.5. The Company shall reimburse the Executive, or he/she may elect cause him to go on unpaid leave be reimbursed, for all reasonable out-of-pocket expenses incurred by him in the performance of absence and retain any Workers’ Compensation benefits his duties hereunder or in furtherance of the business and/or interests of the Company; provided, however, that the Executive shall furnish to which he/she is entitledthe Company an itemized account, in substantiation of such expenditures. F. 3.6. The Authority reserves the right to assign “light duty work” to an employeeexecutive will participate in a Deferred Compensation plan, at its optionwhich will be established before year end 2002. G. In the event the employee contends that he/she is 3.7. The executive will be entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, engage in outside consulting activities as long as these activities do not interfere with his primary duties and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesresponsibilities at American Portfolios.

Compensation. A. In (a) For all of the event services rendered by the Executive hereunder during the Term, the Executive shall receive an annual base salary of $410,000 (the “Base Salary”), payable in accordance with the Company’s regular payroll practices in effect from time to time. The Base Salary will be reviewed on or about December 1, 2014 and annually thereafter by the Board to determine if any increase is appropriate, and if Executive’s Base Salary is increased, then the term “Base Salary” as used in this Agreement shall mean the amount of the Executive’s Base Salary then in effect at the applicable time. (b) During the Term, the Executive shall be eligible to receive an annual bonus (pro-rated for the first fiscal year of the Term) with a work-incurred injurytarget amount equal to 40% of the Base Salary (the “Annual Bonus”), an employee must apply for Workers’ Compensation benefitsin accordance with the terms and conditions of the Annual Incentive Bonus Plan attached hereto as Exhibit A, as amended from time to time. An employee Subject to the Executive’s continued employment through the payment date (except as otherwise provided in this Agreement), the Annual Bonus, if any, shall be paid his/her full regular salary to the extent of his/her accumulated sick leave onlyExecutive on the date the Company pays bonuses to its executives generally for the year to which such Annual Bonus relates. (c) During the Term, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Executive shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsentitled to participate in the Company’s employee benefit plans, to the greatest extent possibleincluding without limitation, during the normal work weekany health, Monday through Friday. All follow-up visits dental, vision and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled 401(k) plans maintained by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveCompany, he/she may then use any unused vacation time on the same basis terms and conditions as may from time to time be applicable to the Company’s other executive officers, as such employee benefit plans may be in Paragraph A above, or he/she may elect place from time to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledtime. F. (d) The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is Executive shall be entitled to a period minimum of disability beyond twenty (20) days of vacation per year (prorated for any partial year worked), in accordance with Company’s policy as in effect from time to time. The Executive shall also be entitled to sick days and paid holidays in accordance with the period established Company’s policy as in effect from time to time. (e) During the Term, the Executive shall be reimbursed by the treating physicianCompany for all necessary and reasonable expenses, or a physician chosen by professional dues, continuing education fees including without limitation any fees and expenses related to the Authority, or by its insurance carrier, thenmaintenance of professional licenses, and membership dues incurred by him in that eventconnection with the performance of his duties hereunder. The Executive shall keep an itemized account of such expenses, together with vouchers and/or receipts verifying the burden same. Any such expense reimbursement will be made in accordance with the Company’s policies governing reimbursement of expenses as are in effect from time to time. (f) All payments and benefits made pursuant to this Agreement shall be upon subject to such withholding as the employee to establish such additional period of disability Company reasonably believes is required by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andany applicable federal, such findings by the Division of Workers’ Compensation state, local or by the final decision of the last reviewing Court, shall be binding upon the partiesforeign law.

Compensation. A. In The Employer agrees to continue all insurance and other benefits during the event period of a worktime the Employee is disabled. The benefits provided by this Article are limited to pension benefits, insurance benefits, disability benefits and any co-incurred injury, an employee must apply payment insurance obligations if provided for in the specific insurance plan. B. The Employer shall provide and assume the premium for Workers’ Compensation benefitsand Liability Insurance in accordance with the Statute. C. A Township Employee who has incurred bodily injury arising out of and in the course of actual performance of duty in the service of the Township, which bodily injury totally incapacitates such Employee from performing their normal employment, shall be entitled to disability compensation upon the following basis, and subject to the following provisions: 1. An employee The Employee must be eligible for and receive Workers’ Compensation on account of such bodily injury. 2. The total incapacity, as above set forth, must continue for the duration of the period of compensation. 3. Any Employee suffering an injury within the meaning and definition of this Article shall file a report in writing, relating to such injury, with the Chief or Designee on the day such injury occurs, or if physically unable to do so because the nature of the injury, then a physician's report in writing, relating to such injury, shall be filed with the Chief or Designee within one (1) week from the date of the injury. The report shall be made upon the form furnished by the Township of Chesterfield, and when received by the Chief, shall be transmitted forthwith to the office of the Township Supervisor and Township Benefits Department. 4. The Employee shall furnish to the Benefits Department a written medical certificate which includes a description of the injury and, to the extent medically possible, the period of incapacity, as well as periodic written progress reports upon request. 5. Compensation received by an Employee who has incurred bodily injury arising out of and in the course of actual performance of duty, which bodily injury totally incapacitates such Employee from performing any available Township Employment, shall be paid his/her full on the following basis: Said Employee shall continue to receive their regular salary paycheck from the Township and will sign over all workers' compensation checks to the extent of his/her accumulated sick leave only, provided that he/she turns over to Township immediately upon receipt. The compensation received by such Employee under the Authority any and all Workers’ Compensation benefitsAct shall be supplemented by the amount necessary to equal his / her regular salary, such payments to continue for a period of six (6) months from date of incapacitating injury. Only At the difference between such end of said six (6) month period, the Human Resources Director/Designee and Public Safety Director/Designee shall review the disability status as determined by the Workers’ Compensation benefits and Medical Authority of the employee’s full regular salary injured Employee to determine if up to an additional six (6) month extension shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, granted dependent upon the physical condition and ability of the Employee to perform his / her regular job. In no event shall the greatest extent possible, during period for supplementation under this provision exceed two (2) years from the normal work week, Monday through Fridaydate of the incapacitating injury. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability If disability exists at the end of medical servicesthe two (2) year period, the Authority will allow such visits during working hours. C. All visits are scheduled by Employee shall be terminated and shall have the Authority pursuant option to current Authority rules and regulationsseek to become eligible for coverage under the appropriate disability provision of the insurance or MERS plans. No employee is Employees receiving disability compensation hereunder shall continue to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time accrue Longevity Benefits on the same basis as in Paragraph A above, or he/she full time Employees on the active payroll. Employees may elect to go carry over, rather than receiving payment at the year end, any unused vacation and sick leave should they remain on unpaid disability leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to for an employee, at its option. G. In the event the employee contends that he/she is entitled to a extended period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiestime.

Compensation. A. In the event of a work-incurred injuryAs consideration for Maxim’s services pursuant to this Agreement, an employee must apply for Workers’ Compensation benefits. An employee Maxim shall be paid his/her full regular salary entitled to receive, and the Company agrees to pay Maxim, the following compensation: (a) The Company shall pay to Maxim a non-refundable monthly fee of $10,000 (USD) for the term of this Agreement; however in no event shall the Company pay fewer than six (6) monthly fee payments to Maxim. The monthly fee payments are payable at the beginning of each month upon execution of this Agreement until the termination of the Agreement (subject to the extent minimum six month time period detailed in the preceding sentence). The monthly fee payments shall be payable by wire or other immediately available funds. The fees appearing in Exhibit B (hereto, the “Fee Schedule”) shall be earned by and paid to Maxim by the Company in connection with any Financings or Transactions (as such terms are defined hereafter) undertaken by the Company, the terms of his/her accumulated sick leave onlywhich will be will be mutually agreed upon under separate advisory, provided that he/she turns over placement agency and/or underwriting agreements. The fees enumerated in Exhibit B are separate and apart from the monthly fee payments enumerated earlier in this paragraph. (b) The Company will issue to Maxim or its designees 4 million warrants at an exercise price of $0.20 per share with an expiration date of five (5) years commencing from the execution date of this Agreement. The shares underlying the warrants will have unlimited piggyback registration rights and the same rights afforded other holders of the Company’s. (c) The Company and Maxim acknowledge and agree that, in the course of performing services hereunder, Maxim may communicate with (as the Company’s advisor) or introduce the Company to third parties who may be interested in providing financing to the Authority Company (a “Financing”) or in entering into a transaction with the Company, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint venture, strategic alliance or other similar transaction (any and all Workers’ Compensation benefitssuch transaction, a “Transaction”). Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, Company agrees that if during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability term of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so this Agreement or within twelve (12) months from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use effective date of the termination of this Agreement either the Company or any unused vacation time party to whom the Company was introduced by Maxim or who was contacted by Maxim on behalf of the same basis as Company in Paragraph A above, connection with its services for the Company hereunder proposes a Financing or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves Transaction involving the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrierCompany, then, and in that eventif any such Financing or Transaction is consummated, the burden Company shall pay to Maxim fees in accordance with the Fee Schedule. Such fees shall be upon payable to Maxim in cash at the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation closing or by the final decision closings of the last reviewing Court, shall be binding upon the partiesFinancing or Transaction to which it relates.

Compensation. A. In (a) The Alnylam Directors and Isis Directors will serve without compensation from the event of a workCompany and each Member will reimburse its own Directors’ out-of-pocket expenses incurred injury, an employee must apply for Workersin connection with such Directors’ Compensation benefitsservice on the Managing Board. An employee shall be paid his/her full regular salary The foregoing sentence will have no effect with regard to the extent Director’s right to indemnification pursuant to Article 11. (b) The Independent Directors will be compensated, as determined by the Managing Board, in cash by the Company for service on the Managing Board and attendance at meetings of his/her accumulated sick leave onlythe Managing Board or its committees. The Company will reimburse the President and the Independent Directors for their out-of-pocket expenses incurred in connection with their service on the Managing Board. (c) Each Independent Director will also enter into a consulting agreement (a “Director Consulting Agreement”) with the Company, provided that he/she turns over Alnylam and Isis, pursuant to which such Independent Director will provide advisory, educational and other services to the Authority any Company, and all Workers’ Compensation benefitspursuant to which such Independent Director will provide advisory and educational services to each Member. Only Each such Director Consulting Agreement will be in substantially the difference between such Workers’ Compensation benefits form attached hereto as Schedule 4.5 and will provide for, among other things, the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, provision of stock options to purchase common stock of the Members. Pursuant to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicesDirector Consulting Agreement, the Authority Managing Board will allow recommend to each Member’s Board of Directors the stock options to be granted by such visits during working hours. C. All visits are scheduled by Member to the Authority Independent Directors pursuant to current Authority rules and regulationsconsistent with such Member’s equity incentive plan. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from To the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave extent either Member’s Board of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physicianDirectors does not approve, or a physician chosen Member does not make, such stock option grant recommended by the AuthorityManaging Board, such Member will be required to compensate the Independent Director to whom the grant is not approved or by its insurance carriermade with cash, thensuch that the Option Value of the stock options granted, if any, and in that event, cash paid to the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings Independent Director by the Division Member is equal to the Option Value of Workers’ Compensation or the stock options recommended to be issued by that Member to such Independent Director by the final decision of the last reviewing Court, shall be binding upon the partiesManaging Board.

Compensation. A. In Subject to the event terms and conditions of a work-incurred injurythis Agreement, an employee must apply for Workers’ Compensation benefits. An employee while the Executive is employed by the Corporation under this Agreement, the Executive shall be paid his/her full regular salary to compensated for services as follows: (A) Effective January 29, 2007, the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employeeExecutive’s full regular annual base salary shall be charged against accumulated sick leave$335,000 (“Annual Base Salary”), payable in bi-weekly installments under the Corporation’s general payroll practices, subject to customary withholding. B. (B) The Authority Executive will schedule Workers’ Compensation appointmentsbe eligible for an incentive bonus payment from the Corporation each calendar year or applicable performance period (the “Performance Bonus”) in accordance with the Corporation’s Annual Incentive Plan (or successor plan) of the Corporation as in effect from time to time. The Target Bonus Percentage shall be 60% of Annual Base Salary. The Corporation reserves the right, in its sole discretion, to terminate or modify the greatest extent possible, during Annual Incentive Plan or to change the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicestarget bonus percentage. (C) Except as otherwise specifically provided herein, the Authority will allow such visits during working hours. C. All visits are scheduled by Executive shall be provided with health, welfare and other benefits to the Authority pursuant to current Authority rules same extent and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis terms as those benefits are provided by the Corporation from time to time to other similarly situated executives of the Corporation. Nothing in Paragraph A abovethis Agreement precludes the Corporation from amending or terminating any plans or programs generally applicable to salaried employees or executives, or he/she as the case may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledbe. F. (D) The Authority reserves Executive shall be reimbursed by the right Corporation, on terms and conditions that are applicable to assign “light duty work” to an employeeother similarly situated executives of the Corporation, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items, consistent with the Corporation’s expense reimbursement policy in effect at the time. Nothing in this Agreement precludes the Corporation from amending or terminating its optionexpense reimbursement policy. G. In (E) The Corporation shall pay or shall reimburse the event Executive for the employee contends that he/she is entitled to a period amount of disability beyond the period established monthly lease payment for the automobile approved by the treating physicianCorporation for the Executive’s business; provided however, that the Corporation shall report as income to the Executive any amounts required by law or the policies of the Corporation for the Executive’s personal use of such automobile. (F) The Corporation shall grant the Executive 5,000 shares of restricted stock of the Corporation, pursuant and subject in all respects to the provisions of the Ryerson ▇▇▇▇, 2002 Incentive Stock Plan. Each of the 5,000 shares of restricted stock would have a physician chosen three-year cliff vesting, subject to the Executive’s continued employment with the Corporation (or an affiliate) from the date of the grant through the applicable vesting date. (G) The Company shall pay or shall reimburse the Executive for his or her monthly dues and assessments at one country club approved by the Authority, or by its insurance carrier, then, and Company in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment Atlanta plus one dinner club in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesChicago.

Compensation. A. In The Company agrees to compensate you as follows: (a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two hundred and ninety-two thousand dollars ($292,000.00), payable in arrears in equal monthly installments on the event 1st day of a work-incurred injuryeach calendar month of 2022. For each year, an employee must apply for Workers’ Compensation benefits. An employee shall thereafter, you will be paid his/her full regular on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company’s overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the extent terms of his/her accumulated sick leave onlythe applicable bonus program, provided that he/she turns over the terms of which program may be modified from year to year in the sole discretion of the Company’s Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a stock options agreement (SOA). Such shares will be subject to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits SOA and the employeeterms set forth in the incentive compensation plan under which they are awarded. You may, at the Company’s full regular salary shall sole discretion, receive additional awards of Company equity, which will be charged against accumulated sick leavesubject to their designated agreements and the incentive compensation plans under which they are awarded. B. The Authority will schedule Workers’ Compensation appointments(e) Except as set forth in Section 2, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services canCompany shall not be scheduled during off hours due liable to unavailability of medical services, you for any expense incurred by you unless you receive the Authority will allow Company's prior written consent to reimburse you for such visits during working hoursexpense. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In the event of a work-incurred injury, an employee must apply 3.1. As compensation for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary his services and undertakings pursuant to the extent terms of his/her accumulated sick leave onlythis Agreement, provided that he/she turns over to the Authority Executive shall receive base salary ("Base Salary") at the rate of $90,000 for the first 12 months of the term, $94,500 for the second year of the Term and $99,225 for the third and any and all Workers’ Compensation benefitsfollowing years of the Term. Only the difference between such Workers’ Compensation benefits and the employee’s full regular The salary shall be charged against accumulated sick leavepayable at such regular times and intervals as the Company customarily pays its employees from time to time. B. 3.2. The Authority Executive will schedule Workers’ Compensation appointments, to participate in the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy companies stock option program which will be scheduled during off hoursoperational before the end of 2001. HoweverThe executive will receive 10 year options to purchase common stock of American Portfolios Holdings, if visits Inc. - The options will be exercisable at $1.00 per share with the minimum number of shares equal to authorized services cannot be scheduled during off hours due to unavailability 10% of medical services, the Authority will allow such visits during working hoursexecutive's annual compensation. C. All visits are scheduled by 3.3. The Executive shall have the Authority pursuant right to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveparticipate, he/she may then use any unused vacation time on the same basis as executive employees of APH, in Paragraph A abovethe APH's employee benefit programs, including, without limitation, group life, health, accident and hospitalization insurance programs covering the Executive and his dependents and disability insurance similar in coverage to that currently provided. The Executive shall be entitled to paid vacation of three (3) weeks per year. The Executive shall schedule such vacation so as not to adversely impact the operations of the Company. Any unused vacation time will carry forward and be added to the following year. 3.4. The Company shall deduct from the Executive's compensation any Federal, state or city withholding taxes, social security contributions and any other amounts which may be required to be deducted or withheld by the Company pursuant to any federal, state or city laws, rules or regulations. 3.5. The Company shall reimburse the Executive, or he/she may elect cause him to go on unpaid leave be reimbursed, for all reasonable out-of-pocket expenses incurred by him in the performance of absence and retain any Workers’ Compensation benefits his duties hereunder or in furtherance of the business and/or interests of the Company; provided, however, that the Executive shall furnish to which he/she is entitledthe Company an itemized account, in substantiation of such expenditures. F. 3.6. The Authority reserves the right to assign “light duty work” to an employeeexecutive will participate in a Deferred Compensation plan, at its optionwhich will be established before year- end 2002. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In During the event Term of a work-incurred injuryEmployment, an employee must apply for Workers’ Compensation benefits. An employee the following compensation and benefits shall be paid his/her full regular payable and provided to Employee: (a) Employee shall receive from the Company an annual base salary of $90,000 ("Base Salary"), which shall be payable in accordance with the standard practice of the Company in the payment of salaries of its employees. Employee's Base Salary shall be adjusted in accordance with other executives of the Company and its Subsidiaries. No less frequently than monthly, the Base Salary will be reviewed and may be adjusted upward at the discretion of the Board. Employee shall be entitled to all granted options, including an option to purchase 200,000 shares of the Company's common stock at an exercise price of $0.05 per share that shall be fully vested and exercisable at the time of this grant pursuant to the extent terms and conditions of his/her accumulated sick leave onlythe Company's 2005 Stock Option Plan. (b) The Company shall provide Employee with such medical, provided that he/she turns over hospitalization, insurance, including but not limited to the Authority any disability insurance, pension plan, profit sharing and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation employee benefits and such other similar employment privileges and benefits ("Benefits") as are afforded generally from time to time to other executive employees of the employee’s full regular salary Company, and four (4) weeks paid vacation each year. (c) The Company shall provide Employee with a Company car to be leased for no more than $375 per month at Company expense including insurance. (d) Employee shall also be eligible to participate in the Navidec Financial Services, Inc. Management Incentive Plan. (e) At the sole discretion of the Board, Employee shall receive in addition to his Base Salary annual incentive compensation (an "Annual Bonus") in an amount and in a form to be determined by the Board upon the advice of the Compensation Committee. (f) Employee shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsentitled to receive prompt reimbursement for all pre- approved reasonable employment-related expenses incurred by Employee, to upon the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled receipt by the Authority pursuant Company of an accounting in accordance with the practices, policies and procedures applicable to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision other executive employees of the last reviewing Court, shall be binding upon the partiesCompany.

Compensation. A. In the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee (a) You shall be paid his/her full regular salary compensated for all services rendered by you under this Agreement at the rate of $142,000 per annum (such salary, as it is from time to time adjusted, is herein referred to as the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits("Base Salary"). Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Such Base Salary shall be charged against accumulated sick leavepayable in periodic installments twice monthly in accordance with the Company's payroll practices for salaried employees. The Compensation Committee of the Board of Directors shall review such Base Salary prior to April 1, 2000 and each year thereafter during the term of this Agreement, including any renewal term, and shall make such adjustments, if any, as the Compensation Committee shall determine; provided, however, that no adjustment shall reduce the Base Salary below $142,000. B. The Authority will schedule Workers’ Compensation appointments(b) If your employment hereunder shall be terminated (i) by the Company without notice of Cause (as defined in Section 9(c)) therefor having been given to you (other than pursuant to Section 9(a) or 9(b)), or (ii) as a result of the non-renewal of this Agreement pursuant to a Termination Notice given by the greatest extent possibleCompany under Section 1(a) then, during in addition to paying you the normal work weekAccrued Obligations (as hereinafter defined), Monday through Friday. All followfor a one-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability year period after the effective date of medical servicessuch termination, the Authority will allow Company shall pay you at the rate of your Base Salary in effect at the time of such visits during working hours. C. All visits are scheduled by termination in periodic payments in accordance with the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit Company's payroll practices for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leavesalaried employees; provided, he/she may then use any unused vacation time on the same basis as in Paragraph A abovehowever, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the that your right to assign “light duty work” to an employeereceive such payments, at its option. G. In other than the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing CourtAccrued Obligations, shall be binding conditioned upon your execution of a Release (the parties"Release"). Such Release shall be substantially in the form of Exhibit A hereto but may be modified by the Company in its sole discretion as it deems appropriate to reflect changes in law or circumstances arising after the date of this Agreement; provided, however, that no such modification shall increase any of your obligations to the Company over those contemplated by this Agreement, including Exhibit A hereto. The term "Accrued Obligations" shall mean (i) your Base Salary through the date of termination and (ii) all benefits that have accrued to you under the terms of all employee benefits plans of the Company in which you are entitled to participate.

Compensation. A. In 2.1 The annual Base Salary of the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee Employee shall be paid his/her full regular salary to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits$160,000. Only the difference between such Workers’ Compensation benefits and the employee’s full regular Such salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentspayable in equal weekly, to the greatest extent possible, during the normal work week, Monday through Friday. All followbi-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A aboveweekly, or he/she may elect to go on unpaid leave semi-monthly installments, as determined under the policies of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. the Company. The Authority Board of Directors of the Company reserves the right to assign “light duty work” to an employeeincrease the Base Salary of the Executive, and benefits, specified in this instrument, at its optionany time or times during the term of this Contract, but merely as an amendment to this Section 2, and all the other terms, provisions, and conditions of this Contract shall continue in force and effect as herein provided. G. 2.2 The Executive will work with the Executive Committee of the Board of Directors of the Company to define and establish an Incentive Cash Bonus Plan, subject to the approval of the Board of Directors, covering all executives and employees, to come into effect for Calendar Year 2000 and thereafter. Executive shall be a participant in said Plan, as well as in subsequent plans (if any) which may hereafter be adopted. Pursuant to said plan, it shall be possible for Executive to earn a bonus provided that the prescribed targets and objectives set out in the Cash Bonus Plan are achieved. 2.3 In consideration of the event covenants of the employee contends Executive under this Contract and his services to the Company, and as an inducement for the Executive to enter into this Contract, the Company hereby grants to the Executive: a) An option to purchase 100,000 shares of the Company's common stock at $0.625 per share which the parties agree is the fair market value of that he/she stock on the date hereof. This option is hereby granted pursuant to the Incentive Stock Option provisions of the Company's Key Employee Compensation Program adopted by the Company's shareholders on June 20, 1996, and attached hereto as Schedule 1 (the "Plan"), and is subject to all the terms and conditions of the Plan; provided, however, that the Company shall use its best efforts to cause the stockholders to make whatever changes to the Plan are necessary to conform the Plan to this Agreement if they can do so in a manner consistent with the provisions of the Internal Revenue Code relating to Incentive Stock Options. b) When the Executive shall become the Chief Executive Officer of the Company, he shall be entitled to a period receive options to purchase an additional 310,000 shares of disability beyond the period established by common stock of the treating physicianCompany pursuant to the provisions of the Plan. These options shall be granted according to the following schedule, and shall be exercisable, when vested in accordance with the Plan, at the market price of the Company's stock on the date such options are granted: 110,000 shares on the first anniversary of the Contract 100,000 shares on the second anniversary of the Contract 100,000 shares on the third anniversary of the Contract After the third anniversary of this Agreement, or a physician chosen by at any time that it so determines, the AuthorityBoard may grant, but shall not be obligated to grant, additional Incentive Stock Options to Employee. 2.4 The Executive will be reimbursed for his reasonable expenses, including but not limited to travel and communication expenses, incurred while on, or by its insurance carrierin connection with, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesCompany business.

Compensation. A. In (a) For all of the event services rendered by the Executive hereunder during the Term, the Executive shall receive an annual base salary of $600,000 (the “Base Salary”), payable in accordance with the Company’s regular payroll practices in effect from time to time. The Base Salary will be reviewed on or about December 1, 2020 and annually thereafter by the Board to determine if any increase is appropriate, and if Executive’s Base Salary is increased, then the term “Base Salary” as used in this Agreement shall mean the amount of the Executive’s Base Salary then in effect at the applicable time. (b) During the Term, the Executive shall be eligible to receive an annual bonus (pro-rated for the first fiscal year of the Term) with a work-incurred injurytarget amount equal to 60% of the Base Salary (the “Annual Bonus”), in accordance with the terms and conditions of an employee must apply for Workers’ Compensation benefitsannual incentive bonus program of the Company as in effect from time to time. An employee Subject to the Executive’s continued employment through the payment date (except as otherwise provided in this Agreement), the Annual Bonus, if any, shall be paid his/her full regular salary to the extent of his/her accumulated sick leave onlyExecutive on the date the Company pays bonuses to its executives generally for the year to which such Annual Bonus relates. (c) During the Term, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Executive shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsentitled to participate in the Company’s employee benefit plans, to the greatest extent possibleincluding without limitation, during the normal work weekany health, Monday through Friday. All follow-up visits dental, vision and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled 401(k) plans maintained by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveCompany, he/she may then use any unused vacation time on the same basis terms and conditions as may from time to time be applicable to the Company’s other executive officers, as such employee benefit plans may be in Paragraph A above, or he/she may elect place from time to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledtime. F. (d) The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is Executive shall be entitled to a period minimum of disability beyond twenty (20) days of vacation per year (prorated for any partial year worked), in accordance with Company’s policy as in effect from time to time. The Executive shall also be entitled to sick days and paid holidays in accordance with the period established Company’s policy as in effect from time to time. (e) During the Term, the Executive shall be reimbursed by the treating physicianCompany for all necessary and reasonable expenses, or a physician chosen by professional dues, continuing education fees including without limitation any fees and expenses related to the Authority, or by its insurance carrier, thenmaintenance of professional licenses, and membership dues incurred by him in that eventconnection with the performance of his duties hereunder. The Executive shall keep an itemized account of such expenses, together with vouchers and/or receipts verifying the burden same. Any such expense reimbursement will be made in accordance with the Company’s policies governing reimbursement of expenses as are in effect from time to time. (f) All payments and benefits made pursuant to this Agreement shall be upon subject to such withholding as the employee to establish such additional period of disability Company reasonably believes is required by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andany applicable federal, such findings by the Division of Workers’ Compensation state, local or by the final decision of the last reviewing Court, shall be binding upon the partiesforeign law.

Compensation. A. In (a) The Company shall pay to Employee a salary at the event rate of $600,000 US Dollars a work-incurred injuryyear during the Employment Period, an employee must apply for Workers’ however Employee will forgo 100% of his salary until the Company receives a significant increase in its financing to expand its operations and execute its business plans at which time the Employee will have the option, at the Employee's sole discretion, to receive the cash salary above or to continue the equity compensation (based on the January 2015 stock price) detailed below under Section 3(d). The Company will notify Employee upon receipt of its financing. The Compensation benefitsCommittee, as designated by the Board of Directors will do annual reviews of the Employee’s salary. An employee The Company is under no obligation to increase Employee’s salary as a result of these reviews. Any increase is purely discretionary on the part of the Company. (b) During the Employment Period, Employee shall be paid his/her full regular salary eligible to participate in if any then operated benefit plans of the Company or its affiliates which are applicable generally to the extent Company’s executive of his/her accumulated sick leave onlycomparable rank to Employee (“Employee Benefit Plans”), provided that he/she turns over subject to the Authority respective terms and conditions of such Employee Benefit Plans. Nothing contained in this Agreement shall obligate the Company to adopt or implement any Employee Benefit Plan, or limit the Company from making any blanket amendments, changes or modifications of the eligibility requirements or any other provision of, or terminating, any Employee Benefit Plan at any time (whether during or after the Employment Period), and Employee’s participation in or entitlement under any such Employee Benefit Plan shall at all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall times be charged against accumulated sick leavesubject in all respects thereto. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday(c) Executive Bonus Plan. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she Employee is entitled to a period an annual bonus equal to 5% of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or Company’s EBITA as determined by its insurance carrier, then, and in that event, auditors for each fiscal year during the burden shall be upon the employee Employment Period not to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesexceed $5,000,000.

Compensation. A. In For the event services to be performed hereunder, the Employee shall be entitled to compensation as follows: 4.1 The Company shall pay to the Employee a salary of at least One Hundred Fifty-Thousand and 00/100 Dollars ($150,000.00) per year, payable in equal semi-monthly installments, subject to applicable withholding, together with such performance bonuses as the Board of Directors may from time to time determine, including, if the Board of Directors shall so determine, a work-incurred injuryspecial 2002 incentive of up to twenty percent (20%) of annual salary, an employee must apply for Workers’ Compensation benefitspayable in February 2003. An employee The salary shall be paid his/her full regular salary in addition to any benefits which the Company may pay to or on behalf of the Employee. 4.2 The Employee shall be entitled to group health insurance commensurate with that provided for all employees, and to participate in pension or profit sharing programs established for all employees. 4.3 The Company shall continue to provide the Employee the use of the automobile that is being provided to him at the time of the merger of HSC and CBC and, once that vehicle is retired, the Company shall provide the Employee with a fully equipped automobile approved by the Chief Executive Officer of CBC, consistent with CBC's policies, for his use and shall pay all costs and expenses incurred in connection with the vehicle. The Employee acknowledges that he will be responsible for all tax liability arising in connection with any personal use of the vehicle. The Company shall reimburse the Employee for reasonable lodging and meal expenses incurred in connection with Company business upon presentation of documentation and invoices acceptable to the extent Company. 4.4 The Company shall reimburse the Employee for the monthly membership dues of his/her accumulated the Biltmore Forest Country Club and may, at the direction and in the discretion of the Chief Executive Officer of CBC, pay initiation fees and membership dues at additional clubs. 4.5 The Company shall provide and pay for a life insurance policy, previously approved by the Executive Committee of HSC, on the life of the Employee. The policy shall be owned by the Employee and shall have a face amount of $1,000,000.00. The Employee may increase such coverage at the Employee's expense. The Company shall arrange for long-term disability insurance coverage for the Employee with a benefit of $7,500.00 monthly, said disability insurance shall be at the expense of the Employee. 4.6 The Employee shall be entitled to sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time days on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledall other employees. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In As compensation for the event of a work-incurred injuryservices performed and the expenses assumed by the Distributor under this Agreement, an employee must apply for Workers’ Compensation benefits. An employee the Distributor shall be entitled to the fees set forth in Exhibit B hereto (as such Exhibit may be amended by the parties from time to time). To the extent that a Fund has implemented a Distribution and Service Plan that permits and authorizes such compensation to be paid his/her full regular salary to the Distributor and the Board has given any necessary authorizations, the Fund shall be responsible for such compensation, or portion thereof, as has been authorized under the applicable Distribution and Service Plan and which is available for such payment after the Distributor has re-allowed applicable distribution and/or service fees to broker-dealers and other financial intermediaries as contemplated in Section 2(G) hereof. The parties acknowledge that the Distributor expects to pay out substantially all amounts it receives under a Fund’s Distribution and Service Plan pursuant to Section 2(G) and, accordingly, the parties contemplate that the investment adviser to the Fund shall pay the Distributor the fees out of its own resources to the extent amounts are not available out of his/her accumulated sick leave onlythe proceeds received by the Distributor pursuant to the Fund’s Distribution and Service Plan in accordance with a separate agreement entered into between the investment adviser to the Fund and the Distributor. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from such mid-month date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, each Fund shall pay to the Distributor such compensation as shall be due and payable by such Fund as of the effective date of termination. B. Except as specified in Sections 5A or 6, the Distributor shall be entitled to no compensation or reimbursement of expenses for services provided by the Distributor pursuant to this Agreement. C. If any Shares of a Fund sold by the Distributor under the terms of this Agreement are redeemed or repurchased by the Fund or by the Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, the Distributor shall forfeit any sales load and any fee or other amounts adopted pursuant to a Distribution and Service Plan actually received by it in respect of such Shares, provided that he/she turns over the portion, if any, of such amount re-allowed by the Distributor to broker-dealers or other persons shall be repayable to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, Fund only to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled recovered by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so Distributor from the Authoritybroker-dealer or other person concerned. D. At Notwithstanding any other provision in this Agreement, no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, amounts under this Agreement shall be payable or he/she may elect begin to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled accrue with respect to a Fund, until the earlier of (i) the closing of the Fund’s offering or subscription period and (ii) the offering of disability beyond the Fund’s shares to the public after the effectiveness of its Registration Statement. If for any reason a Fund does not close the offering of its shares after a subscription period established or a Fund’s Registration Statement either does not become effective or the Fund does not offer and sell its shares to the public after its Registration Statement becomes effective, neither the Client nor any Fund shall be responsible for the payment of any amounts under this Agreement, including fees, out-of pocket expenses or additional charges of the Distributor. Notwithstanding the foregoing, the Fund’s investment adviser may pay the set-up fee and any out-of-pocket expenses accrued by the treating physician, Distributor if the Client or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee any Fund is not obligated to establish pay such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesamount pursuant to this Section.

Compensation. A. In 3.1 The Company agrees to pay, and the event Executive agrees to accept, as base compensation for all services to be rendered by the Executive in any capacity to the Company or its affiliates during the Employment Term, a salary of a work$300,000 per annum, subject to such deductions and withholdings as may be required by law or by further agreement with the Executive (the "Base Salary"), payable in arrears in equal bi-incurred injury, an employee must apply for Workers’ Compensation benefitsweekly installments. An employee The Base Salary may be increased from time to time in the discretion of the Board. Any such increases shall be paid his/her full regular salary added to the extent of his/her accumulated sick leave only, provided that he/she turns over Base Salary then being paid to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits Executive, and the employee’s full regular salary sum thereof shall then become the Base Salary for each successive year, until further adjusted in accordance with the provisions of this Section 3.1. 3.2 In addition to the Base Salary, the Executive shall participate in the Company's Executive Bonus Plan, a copy of which is attached hereto as Exhibit 1, (the "Plan") subject to the terms and conditions of the Plan. The Executive's "Participant Percentage" under the Plan will never be less than 20% of the "Bonus Pool" (as such terms are defined in the Plan). The Company will award not less than a $100,000 incentive award to the Executive for the 1996 Plan Year regardless of the size of the Bonus Pool. 3.3 The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by the Executive in connection with the Employment, including without limitation, travel and lodging expenses and charges incurred on a Company credit card for business entertainment. Such expenses shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, reimbursed to the greatest extent possible, during Executive by the normal work week, Monday through FridayCompany after the Executive's submittal of an invoice to the Company with respect to the reimbursable expenses incurred by him. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability invoices for reimbursable expenses shall include adequate supporting documentation of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled expenses incurred by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the AuthorityExecutive, including receipts. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In Throughout the event of a work-incurred injuryTerm the Company shall pay or provide, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary as the case may be, to the extent Executive the compensation and other benefits and rights set forth in this Section 3. (a) The Company shall pay to the Executive a "Base Salary," payable in accordance with the Company's usual pay practices (and in any event no less frequently than monthly), of his/her accumulated sick leave only$500,000.00 per annum. The Board shall annually review Executive's Base Salary in light of the Base Salaries paid to other executives of the Company and the performance of the Executive and the Company and may, in its discretion, increase such Base Salary by an amount it determines is appropriate. Once Executive's Base Salary is increased, it shall not thereafter be reduced. (b) The Company shall pay to the Executive bonus compensation for each fiscal year, or part thereof that he is employed by the Company, in the amount of $500,000 as provided in the Indenture document with Greenwich Partners dated November 27, 1996, and additional compensation to be determined at the discretion of the Board, provided that he/she turns over such bonus shall be commensurate with other bonuses paid to employees of the Company and shall take into account the total compensation paid to executives of other companies which would be competitive for Executive's services. (c) The Company shall provide medical, hospitalization, disability and dental insurance for Executive, his spouse and eligible family members, subject to and in accordance with the Company's policy, the proportion of the cost thereof to be borne by the Company and the Executive to be in accordance with such policy. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which the Executive qualifies under the terms thereof (and nothing in this Agreement shall, or shall be deemed to, in any way affect the Executive's right and benefits thereunder except as expressly provided herein). (e) The Executive shall be entitled to at least twenty two (22) days of vacation allowance each year and a sick leave allowance as provided under the Company's vacation and sick leave policy for executive officers. (f) The Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company, at the highest level provided for any employee. The Executive's participation in and benefits under any such plan shall be on the terms and subject to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment conditions specified in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision governing document of the last reviewing Court, shall be binding upon the partiesparticular plan.

Compensation. A. In During the event term of a work-incurred injurythis Agreement, an employee must apply Company shall compensate Employee for Workers’ Compensation benefits. An employee his services as follows: 3.1 Employee shall be paid his/her full regular salary to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period monthly base salary of disability beyond $20,066.67 (the period established by "Base Salary"). Base Salary will be reviewed periodically. Base Salary shall be payable in semi-monthly or monthly installments, in accordance with the treating physicianpolicy of Company at the time of such payments. 3.2 Employee shall be eligible for such officer's bonus program as may from time to time be made available and applicable to Employee. Provided, however, that nothing in this Agreement shall prevent Company, through its Board, any duly appointed Committees of the Board or such other Executive Officers of the Company as the Board may designate, from altering or amending the terms, eligibility, or a physician chosen by other provisions of the Authorityofficers bonus program, or by its from eliminating or adding any other bonus programs as it shall from time to time deem appropriate and in the interests of Company. 3.3 Employee shall be granted participation in all employee benefit plans applicable to Employee's position with Company, including, but not limited to, medical plans, disability plans, life insurance carrierplans, thensavings plans, stock option plans and such other plans as may from time to time be made available and applicable to Employee (collectively, "Plans"), consistent with the policies of Company and the terms and conditions of the Plans. Nothing in this Agreement shall be deemed to alter the terms and conditions of any Plans or the policy of Company with respect to any Plans, and nothing in that event, the burden this Agreement shall be upon deemed to entitle Employee to any rights in any Plan which would not otherwise be made available to Employee pursuant to the employee terms, conditions and provisions of the Plans. Further, nothing in this Agreement shall prevent Company, through its Board, any duly appointed Committees of the Board or such other Executive Officers of the Company as the Board may designate, from altering or amending the terms, eligibility, or other provisions of the Plan, or from eliminating or adding any other Plan as it shall from time to establish such additional period of disability by obtaining a Judgment time deem appropriate and in the Division interests of Workers’ Compensation establishing such further period Company. 3.3.1 Except as may otherwise be expressly provided, Employee shall be granted, upon termination of disability andthis Agreement, such findings by the Division of Workers’ Compensation rights as may be available to him pursuant to any Plan or by the final decision of the last reviewing Court, shall be binding upon the partiesPlans then in effect.

Compensation. A. In The Escrow Agent shall be entitled to compensation for its services as stated in the event of a work-incurred injuryfee schedule attached hereto as Exhibit C, an employee must apply for Workers’ Compensation benefits. An employee which compensation shall be paid his/her full regular salary by the Company. The fee agreed upon for the services rendered hereunder is intended as compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the extent Escrow Agent hereunder is not paid within thirty (30) days of his/her accumulated sick leave onlythe date due, provided that he/she turns over the Escrow Agent in its reasonable discretion may charge interest on such amount up to the Authority any highest rate permitted by applicable law. The Escrow Agent shall have, and all Workers’ Compensation benefits. Only is hereby granted, a prior lien upon the difference between such Workers’ Compensation benefits Escrow Property with respect to its unpaid fees, non-reimbursed expenses and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsunsatisfied indemnification rights, superior to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits interests of any other persons or entities and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves hereby granted the right to assign “light duty work” to an employeeset off and deduct any unpaid fees, at its optionnon-reimbursed expenses and unsatisfied indemnification rights from the Escrow Property. The terms of this paragraph shall survive termination of this Agreement. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In the event So long as this Agreement is in force, IDI agrees to pay Selling Firm a commission on Contracts sold by Selling Firm and Licensed Personnel for which Selling Firm and Licensed Personnel are designated “agent of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee record.” Such commissions shall be paid his/her in accordance with Product and Compensation Schedule(s) attached hereto and made a part hereof as if set forth in full regular salary at this point, which is in effect when a contract is issued. Unless otherwise specified in the Product and Compensation Schedule(s), commissions are paid only on premiums paid to and actually received by Company and will be paid in accordance with Company rules and procedures then in effect. The Product and Compensation Schedule(s) is (are) subject to change at any time upon not less than thirty (30) days prior written notice to Selling Firm by Company and will affect business issued on and after the effective date of the change. If a premium is refunded for any reason by Company on any Contract on which Selling Firm received any commission, Selling Firm agrees to repay any amounts received on that Contract to Company, and such amount that remains unpaid may be offset against compensation owed to Selling Firm in the future. Selling Firm will be responsible for all expenses Selling Firm incurs in the performance of this Agreement with no right of reimbursement, except for any expense allowance payment provided hereunder or under any separate agreement between Company and Selling Firm. Selling Firm agrees that it will not share or otherwise pay any commissions received under this Agreement with a person who is not duly licensed, appointed and qualified to receive such commissions. Company will designate Selling Firm and the applicable Licensed Personnel as “agent of record” on all Contracts issued on applications submitted by Selling Firm and such Licensed Personnel, thereby entitling Selling Firm and such Licensed Personnel to the extent compensation payable by Company to an “agent of his/her accumulated sick leave onlyrecord” with respect to such Contracts. Selling Firm acknowledges and agrees that the owner(s) of any Contract(s) may request a change in, provided or termination of, the “agent of record” designated for their Contract(s), and further may request that he/she turns over another duly licensed person be designated as “agent of record” for their Contract(s) in place of Selling Firm. Selling Firm further acknowledges and agrees that Company reserves the right, in its sole discretion, to make the requested change, upon receipt of a valid written request from such owner(s). Selling Firm hereby waives any right to compensation that may become payable to Selling Firm as “agent of record” with respect to a Contract(s) on or after the date on which Company makes any such change. Selling Firm shall be solely responsible for the payment of any commission or consideration of any kind to Licensed Personnel with respect to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision sales of the last reviewing Court, shall be binding upon the partiesContracts.

Compensation. A. (a) The Company shall pay Executive an annual salary of $461,500 (“Base Salary”) which shall be reviewed at least annually by the Committee. The Base Salary may be increased but may not be decreased from the Base Salary amount then in effect without the prior written consent of Executive or unless such decrease is in proportion to a general reduction in salary affecting all senior executive officers of the Company. (b) In addition to the payment of a Base Salary, Executive will be entitled to participate in, and be eligible to receive benefits or grants under, any employee benefit plan or program that is offered to executive officers of the Company, including, but not limited to, annual bonus programs, long-term bonus programs, equity incentive awards, supplemental executive retirement plans and deferred compensation plans, with such participation, eligibility, benefits and grants determined on a basis consistent with Executive’s position described in Section 1. (c) In addition to the compensation provided in Sections 3(a) and 3(b), the Company shall provide Executive with such other benefits as are provided to other full-time employees of the Bank, including but not limited to, participation in ESOP, profit-sharing and 401(k) plans, medical, dental, disability and life insurance plans, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements as in effect from time to time. In addition, the Executive shall have the use of a company automobile and the Company shall pay or reimburse Executive for all reasonable business travel and related expenses incurred by Executive. (d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 2(c) of a work-incurred injurythis Agreement by reason of one of the circumstances contained in Section 2(c) of this Agreement, an employee must apply for Workers’ Compensation benefits. An employee and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Company shall be paid his/her full regular salary assume the obligation to provide Executive with his compensation and benefits in accordance with the Bank Agreement less any compensation and benefits received from the Bank, subject to the extent terms and conditions of his/her accumulated sick leave onlythis Agreement, provided that he/she turns over to including the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leaveTermination for Cause provisions in Section 8. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agents the following compensation with respect to the Securities which they are placing: a) A cash fee (the "Cash Fee") equal to an aggregate of seven and one-half percent (7.5%) of the aggregate gross proceeds raised in the Offering. The Cash Fee shall be paid at the closing of the Offering (the "Closing"). b) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of Closing of the Offering, to reimburse the Placement Agents for all travel and other out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $75,000 (inclusive of any advances received by the Placement Agents from the Company) in the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefitsClosing of the Offering. An employee The Company will reimburse the Placement Agents directly upon the Closing of the Offering from the gross proceeds raised in the Offering. In the event that this Agreement shall be paid his/her full regular salary terminate prior to the extent consummation of his/her accumulated sick leave onlythe Offering, provided ▇▇▇▇▇ shall nevertheless still be entitled to reimbursement for its actual expenses; provided, however, that he/she turns over to such expenses shall not exceed $10,000, in the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leaveaggregate. B. c) The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves Placement Agents reserve the right to assign “light duty work” reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to an employeethe effect that the Placement Agents' aggregate compensation is in excess of FINRA rules or that the terms thereof require adjustment; provided, at its optionhowever, the aggregate compensation otherwise to be paid to the Placement Agent by the Company may not be increased above the amounts stated herein without the approval of the Company. G. In d) The tail financing provision in Section 4(k)(ii) of the event Underwriting Agreement by and between the employee contends that he/she is entitled to a period of disability beyond Company and Maxim, dated November 13, 2024 (the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, "Underwriting Agreement") shall remain in full force and effect. Nothing in that event, the burden this Agreement shall be upon construed to void or abridge or extend the employee to establish terms of such additional period Tail-Financing provision. e) The right of disability by obtaining a Judgment first refusal provision in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision Section 4(k)(iii) of the last reviewing Court, Underwriting Agreement shall remain in full force and effect. Nothing in this Agreement shall be binding upon construed to void or abridge or extend the partiesterms of such right of first refusal provision.

Compensation. A. In The Company agrees to compensate you as follows: (a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of six hundred thirty-five thousand dollars ($635,000.00), payable in arrears in equal monthly installments on the event 1st day of a work-incurred injuryeach calendar month of 2022. For each year, an employee must apply for Workers’ Compensation benefits. An employee shall thereafter, you will be paid his/her full regular on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company’s overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the extent terms of his/her accumulated sick leave onlythe applicable bonus program, provided that he/she turns over the terms of which program may be modified from year to year in the sole discretion of the Company’s Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a stock options agreement (SOA). Such shares will be subject to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits SOA and the employeeterms set forth in the incentive compensation plan under which they are awarded. You may, at the Company’s full regular salary shall sole discretion, receive additional awards of Company equity, which will be charged against accumulated sick leavesubject to their designated agreements and the incentive compensation plans under which they are awarded. B. The Authority will schedule Workers’ Compensation appointments(e) Except as set forth in Section 2, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services canCompany shall not be scheduled during off hours due liable to unavailability of medical services, you for any expense incurred by you unless you receive the Authority will allow Company's prior written consent to reimburse you for such visits during working hoursexpense. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In During the event term of a work-incurred injurythe Employment Agreement the Company shall pay or provide, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary to as the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentscase may be, to the greatest extent possibleExecutive the compensation and other benefits and rights set forth in this Paragraph 1 of this Exhibit A. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in the event no less frequently than monthly) of Two Hundred Thousand Dollars ($200,000) per annum, during subject to such increase (but not decrease) as may be determined by the normal work weekBoard from time to time, Monday through Fridaybased upon the performance of the Company (on a consolidated basis) and the Executive. (b) The Executive shall be entitled to participate in the Company’s incentive compensation plans for senior executives. All follow-up visits and physical therapy will be scheduled during off hours. HoweverThe Company shall pay to the Executive incentive compensation, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicesany, the Authority will allow which such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she Executive is entitled to receive pursuant to such plan for each calendar year not later than March 15 following the end of such calendar year (or at such time as may be provided in such plan), prorated on a period per diem basis for partial calendar years of disability beyond service. (c) The Company shall provide to the period established Executive such life, medical, hospitalization and dental insurance for himself, his spouse and eligible family members as may be available to other senior executive officers of the Company (the “Insurance Plans”). The coverage under the Insurance Plans shall be at least as favorable as those under the insurances provided to the Executive by the treating physicianCompany (or it predecessor) on the date on which the Employment Agreement was first entered into, subject to the Executive’s continued insurability under the Insurance Plans. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof (and nothing in the Employment Agreement or a physician chosen this Exhibit A shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein. (e) The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Authority, or by its insurance carrier, then, and in that event, Compensation Committee of the burden Board. (f) The Executive shall be upon entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the employee Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to establish such additional period of disability by obtaining a Judgment the conditions specified in the Division governing document of Workers’ Compensation establishing such further period the particular plan. (g) The Company shall reimburse the Executive or provide him with an expense allowance during the term of disability andthe Employment Agreement for travel, such findings entertainment and other expenses reasonably and necessarily incurred by the Division of Workers’ Compensation or by Executive in connection with the final decision of Company’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the last reviewing Court, Company shall be binding upon the partiesreasonably request.

Compensation. A. In (a) Subject to, and in accordance with, the event terms and conditions set forth in this Agreement, the Company shall, so long as the Consultant is providing consulting services to the Company under this Agreement, pay the Consultant a consulting fee in an amount equal to $10,000 per month for up to 10 hours of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary services each month; provided that to the extent of his/her accumulated sick leave only, provided that he/she turns over the Consultant renders services (including any required travel time other than regular commuting time to the Authority any and all Workers’ Compensation benefits. Only Company’s offices from the difference between Consultant’s residence in the Greater Boston, Massachusetts area when he is present at such Workers’ Compensation benefits residence) in excess of 10 hours per month, as mutually agreed to by the Company and the employeeConsultant, the Company will pay the Consultant an additional $1,000 per hour, prorated for any partial hour worked (the “Consulting Fee”). (b) The Company will not withhold any income or other employment taxes from the payments due to the Consultant under this Agreement. The Consultant hereby agrees that he will timely pay all taxes and fees upon the income paid by the Company hereunder, and will indemnify and hold the Company harmless against the claims of any governmental taxing authority made in connection with the revenue derived by the Consultant under this Agreement. (c) The Company shall reimburse the Consultant for any actual out-of-pocket expenses incurred by the Consultant while rendering consulting services under this Agreement so long as such expenses are reasonable and necessary, and appropriately documented and approved per the Company’s full regular salary standard practices. Without limiting the generality of the foregoing, any out-of-pocket travel expenses as well as any out-of-pocket expenses that, individually or in the aggregate, exceed $500.00, shall be charged against accumulated sick leavereimbursed by the Company only if approved by the Company in advance of such out-of-pocket expenses being incurred by the Consultant. B. The Authority will schedule Workers’ Compensation appointments(d) In accordance with the terms of the Consultant’s outstanding options to purchase Company common stock (“Outstanding Options”), as modified by the Separation Agreement, all Outstanding Options on the Effective Date, to the greatest extent possiblenot already vested and exercisable, will continue to vest and become exercisable during the normal work weekTerm of this Agreement. Except for those of the Outstanding Options on the Effective Date that are listed on Exhibit D to the Separation Agreement, Monday through Friday. All follow-up visits all Outstanding Options on the Effective Date, to the extent then vested and physical therapy will be scheduled during off hours. However, if visits exercisable (regardless of whether such Outstanding Options became vested and exercisable on the Effective Date or prior to authorized services cannot be scheduled during off hours due the Effective Date) or to unavailability of medical services, the Authority will allow extent such visits during working hours. C. All visits are scheduled by the Authority Outstanding Options become vested and exercisable pursuant to current Authority rules and regulationsthe immediately preceding sentence, will remain exercisable until December 31, 2022. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from Notwithstanding the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveprovisions of the first sentence of this Section 2(d), he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to Term ends as a period result of disability beyond a termination of the period established Term by the treating physician, or Company (other than either (1) a physician chosen termination by the AuthorityCompany of the Term on account of a material breach of this Agreement by the Consultant that, if curable, is not cured within thirty (30) days after the Company gives written notice to the Consultant of such material breach, (2) a termination by the Company of the Term on account of the Consultant’s disability or (3) a termination of the Term by its insurance carrierthe Company for Cause (as such term is defined in that certain Employment Agreement, thendated as of September 13, 2017 (the “Employment Agreement”), between the Company and the Consultant)) or in the event the Term ends as a result of a termination of the Term by the Consultant on account of a material breach of this Agreement by the Company that, if curable, is not cured within thirty (30) days after the Consultant gives written notice to the Company of such material breach, all Outstanding Options on the Effective Date shall continue to vest and become exercisable through December 31, 2020 and shall remain exercisable until December 31, 2022. (e) Except for the Consulting Fee provided for under Section 2(a) hereof, any expense reimbursement in accordance with Section 2(c) hereof, and any Outstanding Option vesting arrangements in that eventaccordance with the terms thereof and set forth in Section 2(d) hereof, the burden Company shall be upon have no obligation to provide any compensation to the employee Consultant with respect to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings any services rendered by the Division of Workers’ Compensation or by Consultant to the final decision of the last reviewing Court, shall be binding upon the partiesCompany pursuant to this Agreement.

Compensation. A. In (a) For the event of a work-services rendered under this Agreement, the Company shall pay the Base Management Fee and the Incentive Compensation to the Manager. The Manager will not receive any compensation for the period prior to the Closing Date other than expenses incurred injuryand reimbursed pursuant to Section 7 hereof. (b) The parties acknowledge that the Base Management Fee is intended to compensate the Manager for certain expenses it will incur pursuant to this Agreement, an employee must apply as well as certain expenses that are not otherwise reimbursable under Section 7 hereof, in order for Workers’ Compensation benefits. An employee the Manager to provide the Company the investment advisory services and certain general management services rendered under this Agreement. (c) The Base Management Fee shall be paid his/her full regular salary payable in arrears in cash, in quarterly installments commencing with the quarter in which this Agreement is executed. If applicable, the initial and final installments of the Base Management Fee shall be prorated based on the number of calendar days during the initial and final quarter, respectively, that this Agreement is in effect. The Manager shall compute each quarterly installment of the Base Management Fee within thirty (30) days after the end of the calendar quarter with respect to which such installment is payable and a copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the extent Company. The Company shall pay the Manager such installment of his/her accumulated sick leave onlythe Base Management Fee in cash within five (5) Business Days after receipt of such calculation from the Manager. (d) The Base Management Fee is subject to adjustment pursuant to and in accordance with the provisions of Section 10(c) of this Agreement. (e) The Incentive Compensation shall be payable in arrears, provided that he/she turns over in quarterly installments, with the first quarter for which Incentive Compensation shall be payable, if earned, being the quarter ending December 31, 2018. The Manager shall compute each quarterly installment of the Incentive Compensation within forty-five (45) days after the end of the calendar quarter with respect to which such installment is payable, and a copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Authority any and all Workers’ Company. The Company shall pay the Manager such installment of the Incentive Compensation benefits. Only in cash within five (5) Business Days after receipt of such calculation from the difference between such Workers’ Compensation benefits Manager. (f) The Manager shall submit calculations of the Base Management Fee and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Incentive Compensation appointments, for each quarter to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hoursCompany’s independent auditors for review. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In As consideration for the event services and covenants described in this Agreement, the Company agrees to compensate Executive in the following manner: (a) The Company will pay Executive an annualized base salary of a work-incurred injury$330,000.00 (“BASE SALARY”), an employee must apply for Workers’ as may be increased from time to time by action of the Board of Directors of the Company (the “BOARD”) or the Compensation benefits. An employee Committee of the Board. (b) Executive shall be paid his/her full regular salary eligible for employment benefits including holidays, leaves of absence, health insurance, dental insurance, 401(k) plan participation, etc., if any, available to employees of the extent Company generally, in accordance with any policies, procedures or benefit plans adopted by the Company from time to time during the existence of his/her accumulated sick leave onlythis Agreement. In addition, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Executive shall be charged against accumulated sick leaveentitled to vacation in accordance with the Company’s vacation policy as adopted from time to time. Executive’s rights or those of Executive’s dependents under any such benefits policies or plans shall be governed solely by the terms of such policies or plans. The Company reserves to itself, or its designated administrators, exclusive authority and discretion to determine all issues of eligibility, interpretation and administration of each such benefit plan or policy. The Company’s employment benefits, and policies related thereto, are subject to termination, modification or limitation at the Company’s sole discretion. B. The Authority will schedule Workers’ Compensation appointments(c) Executive shall be eligible to participate in the Company’s cash incentive bonus plan for each calendar year in which Executive is employed by the Company hereunder with an annual target bonus amount equal to 80% of the Executive’s Base Salary (the “TARGET BONUS”), to under such terms and conditions as the greatest extent possible, during Company may determine each applicable year (the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours“CASH INCENTIVE BONUS”). C. All visits are scheduled (d) Executive shall be eligible to participate in the Company’s equity compensation plan for each calendar year in which Executive is employed by the Authority pursuant to current Authority rules Company hereunder, under such terms and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from conditions as the AuthorityCompany may determine each applicable year. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave(e) Payment of all compensation to Executive shall be made in accordance with the terms of this Agreement, he/she may then use any unused vacation time on the same basis as in Paragraph A above, applicable state or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, thenfederal law, and applicable Company policies in that eventeffect from time to time, the burden including normal payroll practices, and shall be upon the employee subject to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesall applicable withholdings and taxes.

Compensation. A. In the event of a work-incurred Where an employee is absent due to illness or injury, an employee must apply for Workers’ Compensation benefits. An employee which is compensative under the Workplace Safety and Insurance Act, the following shall be paid his/her full regular salary apply: (a) The Employer shall continue to pay the extent employer’s share of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only health and welfare benefits for the difference between such Workers’ Compensation benefits month in which the absence commences, and for the following twelve (12) months. (b) Subsequent to the period referred to in (a) above, benefit coverage may be continued by the employee’s full regular salary shall , provided the employee pays the total cost of the premium to the Employer for each monthly period during the absence up to the maximum time allowed under the Workplace Safety and Insurance Act; (c) The employee will not be charged against accumulated eligible for paid holidays, sick leave, uniform allowance or any other benefits of this agreement, except where specified otherwise, during any absence covered under the Workplace Safety and Insurance Act; (d) Time worked for the purpose of calculating the current year’s vacation entitlement under the terms of this agreement will be in line with the limits as set out in the Workplace Safety and Insurance Act; (e) In the case of absence due to a compensative accident, where the anticipated length of such absence is four (4) months or more, the Employer will post notices of the vacancy in accordance with the job posting procedure (Article 16) of this agreement. Where the anticipated absence is less than four (4) months, the Employer may fill the position at his discretion. B. The Authority (f) If, on the recommendation of the Workplace Safety and Insurance Board or the attending physician, the employee is capable only of performing work of a different kind, or of a lighter nature, and such work is available within the employ of the Employer, in a job which is covered by this Agreement, the provisions under the Workplace Safety and Insurance Act will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hoursapply. However, if visits should the returning employee under the provisions of the Workplace Safety and Insurance Act return to authorized services cannot be scheduled during off hours due to unavailability a job that is currently held by another member of medical servicesthe bargaining unit, the Authority will allow such visits during working hours. C. All visits are scheduled by most junior member of the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time bargaining unit may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis be in a position of lay-off as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment set out in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesCollective Agreement language in this contract.

Compensation. A. (a) In consideration of the event services to be rendered by the Executive hereunder, including, without limitation, any services rendered by the Executive as director of a work-incurred injurythe Company or of any parent, subsidiary or affiliate of the Company, the Company agrees to pay the Executive, and the Executive agrees to accept fixed compensation at the rate of Eighty Five Thousand ($ 85,000.00), subject to all required federal, state and local payroll deductions, that shall increase on the anniversary date of August 3, 2005 and upon every annual anniversary thereafter, at the rate based on the Consumer Price Index. (b) The Executive shall also be entitled to three weeks vacation, unlimited sick leave and fringe benefits, (monthly expenses, travel expenses and an employee must apply Annual Bonus) in accordance with Company policies and plans in effect, from time to time, for Workers’ executive officers of the Company. (c) The Executive shall participate in the Company's Corporate Compensation benefitsProgram as approved and authorized by the Board of Directors of the Company, subject to amendment by the Board of Directors or the Compensation Committee of the Board of Directors of the Company ("Incentive Compensation"). An employee The Executive shall not receive any Incentive Compensation should the Executive be terminated for Termination for Cause. Such Incentive Compensation for the particular fiscal year shall be paid his/her full regular salary to the extent Executive no later than upon the filing of his/her accumulated sick leave onlythe Company's Form 10-KSB, or equivalent form, or if no Form 10-KSB need be filed, then within ninety (90) days after the end of each fiscal year. (d) Except as hereinafter provided that he/she turns over in Section 5(a), the Company shall pay the Executive, for any period during which the Executive is unable fully to perform his duties because of physical or mental illness or incapacity, an amount equal to the Authority fixed compensation due the Executive for such period less the aggregate amount of all income disability benefits which the Executive may receive or to which the Executive may be entitled under or by reason of (i) any group health and/or disability insurance plan provided by the Company; (ii) any applicable state disability law; (iii) the Federal Social Security Act; (iv) any applicable worker's compensation law or similar law; and all Workers’ Compensation benefits. Only (v) any plan towards which the difference between Company or any parent, subsidiary or affiliate of the Company has contributed or for which it has made payroll deductions, such Workers’ Compensation benefits as group accident, health and/or disability policies. (e) The Executive shall be granted a stock option under the Company's stock option plan as adopted by the Board of Directors and the employee’s full regular salary shareholders of the Company (the "Plan"). The Company will provide the Executive a Stock Option Contract for his signature which will set out the terms of the option. This Stock Option shall be charged against accumulated sick leavesubject to the terms of the Plan. B. The Authority will schedule Workers’ Compensation appointments(f) Upon the closing of an acquisition or merger by the company, the executive shall receive acquisition compensation equal to six percent (6%) of the greatest extent possiblegross consideration paid or received by the Company, payable in the form of cash, debt or in Class B Common Stock, at the Executive's option, related to a merger or acquisition transaction(s) consummated with the Company during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability term of medical services, the Authority will allow such visits during working hoursthis Agreement. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. During the term of this Agreement, Employer shall pay Employee: (a) on the Effective Date, a one-time signing bonus in the form of a grant under the First PacTrust Bancorp, Inc. 2011 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) of 25,000 shares of restricted voting common stock of Bancorp, which shares shall vest in increments of 20% on each the first, second, third, fourth and fifth anniversary dates of the Effective Date. The terms of such grant shall be subject to the terms of the final restricted stock agreement evidencing such grant, the form of which shall be attached hereto as Exhibit A (the “Restricted Stock Agreement”). In the event of a work-incurred injuryconflict between the Restricted Stock Agreement and this Agreement, an employee must apply the terms of the Restricted Stock Agreement shall control. (b) a base salary at the rate of $325,000.00 per annum, payable in periodic payments in accordance with Employer’s practices for Workers’ other executive, managerial, and supervisory employees (but not less frequently than monthly), as such practices may be determined from time to time and subject to customary tax withholdings. The Board of Directors (the “Board”) of Bancorp or the Compensation benefits. An employee shall be paid his/her full regular Committee of the Board of Directors of Bancorp (the “Committee”) will review such base salary at least annually and, in their discretion, may increase such salary; provided, however, that, unless and solely to the extent of his/her accumulated sick leave onlythe Board or Committee shall specifically provide otherwise, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular increase in salary shall not be charged against accumulated sick leaveconsidered as included in “base salary” for purposes of calculating Employee’s severance benefits pursuant to Section 10(b) hereof. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, (c) for each calendar year during the normal work weekterm of this Agreement, Monday through Friday. All follow-Employee shall be eligible to receive an annual bonus equal to up visits and physical therapy will be scheduled during off hours. Howeverto 100% of Employee’s base salary in effect at the beginning of such calendar period, if visits with a target bonus equal to authorized services cannot be scheduled during off hours due to unavailability 50% of medical servicesbase salary (the “Target Bonus”), based upon Employee’s performance, as the Authority will allow such visits during working hours. C. All visits are scheduled by Board or the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from Committee, in their sole discretion may determine, in the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave achievement of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period annual target performance goals established by the treating physicianBoard or the Committee at or prior to the commencement of such calendar year. In addition to the Target Bonus, Employee may receive additional or special compensation, such as equity awards, incentive pay or bonuses, based upon Employee’s performance, commencing with Employee’s performance in 2012, as the Board or the Committee in their sole discretion, may from time to time determine. Any amounts payable under this Section 4(c) that constitute “nonqualified deferred compensation” within the meaning of Section 409A (as defined in Section 14(a) of this Agreement) shall be subject to such terms or conditions that satisfy the applicable requirements of Section 409A. All such payments, and any other compensation provided by Employer to Employee, whether under this Agreement or otherwise, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of Employer adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) or by agreement with, or a physician chosen by the Authorityconsent of, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesEmployee.

Compensation. A. In During the event term of a work-incurred injurythis Employment Agreement, an employee must apply for Workers’ Compensation benefits. An employee the Company shall be paid his/her full regular salary to pay or provide, as the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentscase may be, to the greatest extent possibleExecutive the compensation and other benefits and rights set forth in this Paragraph 3. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly) of Six Hundred Thousand Dollars ($600,000) per annum. (b) The Company shall provide to the Executive such life, disability, medical, hospitalization, vision and dental insurance for himself, his spouse and eligible family members as may be in effect on the date hereof. (c) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which the Executive qualifies under the terms thereof (and nothing in this Agreement shall or shall be deemed to in any way affect the Executive’s rights and benefits thereunder except as expressly provided herein). (d) The Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing documents of the particular plan. It is expressly understood and agreed that the intent of this Paragraph 3(d) is to permit such equity and other benefits granted or provided to the Executive prior to the Effective Date to continue to vest during the normal work weekterm of this Employment Agreement, Monday through Friday. All follow-up visits to permit the Executive to exercise any vested options at any time during their full term regardless of whether that is during or after the term of this Employment Agreement and physical therapy will be scheduled to permit the Executive to continue participation in the Company’s elective and equity deferred compensation plans during off hours. Howeverthe term of this Employment Agreement, if visits and that, subject to authorized services canparagraph 5(e) of this Agreement, the Executive shall not be scheduled granted or provided with any additional equity or employee equity plan benefits during off hours due to unavailability the term of medical services, the Authority will allow such visits during working hoursthis Employment Agreement. C. All visits are scheduled (e) The Company shall reimburse the Executive or provide him with an expense allowance during the term of this Employment Agreement for travel, entertainment and other expenses reasonably and necessarily incurred by the Authority pursuant Executive in connection with the Company’s business. The Executive shall furnish such documentation with respect to current Authority rules and regulations. No employee is reimbursement to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from be paid hereunder as the AuthorityCompany shall reasonably request. D. At no time may an employee collect more than his/her full regular salary(f) The Company shall provide to the Executive a new vehicle of the Executive’s choice for the exclusive use of the Executive, together with automobile, theft, casualty and liability insurance, and payment or reimbursement of the Executive for all maintenance, repair and gasoline. E. If (g) The Company shall reimburse the Executive or provide him with an employee uses expense account during the term of this Employment Agreement of up his/her accumulated sick leaveto $5,000 per annum for financial planning, he/she may then use any unused vacation time on tax return and financial statement preparation services and shall reimburse the same basis as in Paragraph A above, or he/she may elect Executive for legal and related consulting fees (up to go on unpaid leave $5,000) related to the review of absence and retain any Workers’ Compensation benefits to which he/she is entitledthis Agreement. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee Executive shall be paid his/her full regular salary entitled to the extent following compensation: (a) The Company agrees to pay to Executive a salary in cash (the “Salary”), as compensation for the services to be performed by Executive, at the rate of his/her accumulated sick leave only$200,000 per calendar year, provided paid in accordance with the Company’s customary payroll procedures and subject to customary withholding. During the Term, the Board shall have the right to increase, but not decrease, the Salary. Executive’s salary as in effect from time to time shall constitute the “Salary” for purposes of this Agreement. (b) The Company shall reimburse Executive for all reasonable expenses incurred by Executive in the course of performing Executive’s duties under this Agreement that he/she turns over are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Authority Company’s requirements with respect to reporting and documentation of such expenses. (i) The Company shall cause the grant to Executive under a compensatory equity incentive plan to be adopted by the Company prior to the Effective Date of restricted shares of the Company’s Class A Common Stock in an amount equal to 3% of the Company’s enterprise value as determined immediately following consummation of the Offering (the “Award”), vesting, as set forth below, subject in each case to Executive’s continued employment on the relevant vesting date: 20% Six-month anniversary of the Effective Date 20% October 1, 2013 20% October 1, 2014 20% October 1, 2015 20% October 1, 2016 (ii) Executive shall be eligible to participate in any equity incentive plan to be adopted in connection with the Offering, in accordance with its terms. Executive shall be eligible for an annual bonus and long term incentive awards as determined at the sole discretion of the Company’s board of directors (the “Board”). (d) Executive shall be entitled to all rights and benefits for which Executive shall be eligible under any retirement, retirement savings, profit-sharing, pension or welfare benefit plan, life, disability, health, dental, hospitalization and other forms of insurance and all Workers’ Compensation other so-called “fringe” benefits or perquisites (except for with respect to any plan that provides severance or other similar benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments), to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she terms that the Company provides to any other similarly situated senior Company executive (subject to all restrictions on participation that may elect to go on unpaid leave of absence apply under federal and retain any Workers’ Compensation benefits to which he/she is entitledstate tax laws). F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In The Company will pay to Employee a base salary at the event rate of a work-incurred injury, an employee must apply for Workers’ Compensation benefits$225,000 per year. An employee shall be paid his/her full regular salary to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular Such salary shall be charged against accumulated sick leaveearned monthly and shall be payable in periodic installments no less frequently than monthly in accordance with the Company's customary practices. Amounts payable shall be reduced by standard withholding and other authorized deductions. The Company will review Employee's salary at least annually. The Company may in its discretion increase Employee's salary but it may not reduce it during the term of this Agreement. B. The Authority will schedule Workers’ Compensation appointmentsINITIAL RESTRICTED STOCK GRANT; INITIAL STOCK OPTION GRANT; ANNUAL BONUS, INCENTIVE, SAVINGS AND RETIREMENT PLANS. (i) Upon the commencement of employment, Employee shall receive a Restricted Stock Award for 10,000 shares of restricted Company stock (the "Restricted Stock Award"), which shares shall vest and shall be on such other terms and conditions as are set forth in a Restricted Stock Award Agreement to be executed as of the date of the Employee's commencement of employment (which agreement shall be in the form attached hereto as Exhibit A) and which Restricted Stock Award shall be subject to the greatest extent possible, during terms and conditions of The Macerich Company 1994 Stock Incentive Plan (the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours"Plan"). C. All visits (ii) Upon the commencement of employment, Employee shall receive a Stock Option Award for 60,000 shares of Company stock (the "Stock Option Award"), which stock options shall be priced as of the date of the Employee's commencement of employment, and shall vest and shall be on such other terms and conditions as are scheduled by set forth in a Stock Option Agreement to be executed as of the Authority pursuant date of the Employee's commencement of employment (which agreement shall be in the form attached hereto as Exhibit B) and which Stock Option Award shall be subject to current Authority rules the terms and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from conditions of the AuthorityPlan. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is (iii) Employee shall be entitled to a period of disability beyond the period established by the treating physicianparticipate in all annual bonus, or a physician chosen by the Authorityincentive, or by its insurance carrierstock incentive, thensavings and retirement plans, practices, policies and in that event, the burden shall be upon the employee programs applicable generally to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision other peer executives of the last reviewing Court, shall be binding upon Company and the partiesOperating Partnership.

Compensation. A. Subject to the provisions hereof, the General Agent's sole remuneration for all services that the General Agent may perform for the Company shall be its commissions at the rates set forth on the attached Addendum. Unless otherwise agreed, such commissions include the complete compensation to the General Agent for its services hereunder. The General Agent is responsible for all expenses in connection with solicitation of insurance or performance of any duties or obligations of the General Agent, all countersignature fees and commissions, all commissions to sub-producers and any other expenses of the General Agent, such as rent, office upkeep, salaries, promotional and advertising expenses and traveling expenses. In the event of policy cancellation or endorsement resulting in a workpremium return to a policy-incurred injuryholder, an employee must apply for Workers’ Compensation benefits. An employee the General Agent shall be responsible for refunding to Company the entire amount of any commission paid his/her full regular salary or allowed on the returned premium, including commissions to sub-producers. Notwithstanding any provision in this Agreement to the contrary, no commissions shall be payable to the General Agent subsequent to the termination of this Agreement if the General Agent or any of its principals shall commit any act of fraud, malfeasance or non-feasance in the performance of any duties imposed under the terms of this Agreement, withhold or misappropriate any monies or other property of the Company, its policy holders or applicants, or induce any policy holder of the Company to cancel or otherwise terminate a policy issued by the Company hereunder. If the Company shall become liable for the return of any premiums for any reason whatever, the General Agent shall repay to the Company the total amount of compensation previously paid or allowed to the General Agent on such premiums. IT IS FURTHER AGREED that the Company shall have a lien against commissions or other compensation due or to become due hereunder to the extent of his/her accumulated sick leave only, provided that he/she turns over any indebtedness of the General Agent to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits Company and the employee’s full regular salary Company may at any time offset the amount of any such indebtedness against such commissions or other compensation due to the General Agent. No commissions, rights or interests of the General Agent arising from this Agreement shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, subject to assignment without the prior written consent of the Company. Any such assignment shall be subject to the greatest extent possible, during prior lien of the normal work week, Monday through Friday. All follow-up visits and physical therapy will Company for any indebtedness to the Company that may be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so or become due from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. General Agent. In the event of the employee contends that he/she is entitled to a period of disability beyond the period established delinquency by the treating physician, General Agent in either accounting or a physician chosen by payment of monies due the Authority, or by its insurance carrier, then, and in that eventCompany, the burden shall be upon Company may, notwithstanding the employee provisions regarding the termination of this Agreement by notice to establish the General Agent, suspend General Agent's authority to write any new or renewal business during such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesdelinquency.

Compensation. A. In During the event term of a work-incurred injurythe Employment Agreement the Company shall pay or provide, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary to as the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentscase may be, to the greatest extent possibleExecutive the compensation and other benefits and rights set forth in this Paragraph 1 of this Exhibit A. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in the event no less frequently than monthly) of Two Hundred Thousand Dollars ($200,000) per annum, during subject to such increase (but not decrease) as may be determined by the normal work weekBoard from time to time, Monday through Fridaybased upon the performance of the Company (on a consolidated basis) and the Executive. (b) The Executive shall be entitled to participate in the Company’s incentive compensation plans for senior executives. All follow-up visits and physical therapy will be scheduled during off hours. HoweverThe Company shall pay to the Executive incentive compensation, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicesany, the Authority will allow which such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she Executive is entitled to receive pursuant to such plan for each calendar year not later than March 15 following the end of such calendar year (or at such time as may be provided in such plan), prorated on a period per diem basis for partial calendar years of disability beyond service. (c) The Company shall provide to the period established Executive such life, medical, hospitalization and dental insurance for himself, his spouse and eligible family members as may be available to other senior executive officers of the Company (the “Insurance Plans”). The coverage under the Insurance Plans shall be at least as favorable as those under the insurances provided to the Executive by the treating physicianCompany (or it predecessor) on the date on which the Employment Agreement was first entered into, subject to the Executive’s continued insurability under the Insurance Plans. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof (and nothing in the Employment Agreement or a physician chosen this Exhibit A shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein. (e) The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Authority, or by its insurance carrier, then, and in that event, Compensation Committee of the burden Board. (f) The Executive shall be upon entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the employee Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to establish such additional period of disability by obtaining a Judgment the conditions specified in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision governing document of the last reviewing Court, shall be binding upon the partiesparticular plan.

Compensation. A. 7.1 Each Fund will compensate Co-Transfer Agent or cause Co-Transfer Agent to be compensated, for the performance of its obligations hereunder in accordance with the fees set forth in the written schedule of fees annexed hereto as Schedule C and incorporated herein. Co-Transfer Agent will transmit an invoice to a Fund as soon as practicable after the end of each calendar month which will be detailed in accordance with Schedule C, and the Fund will pay to Co-Transfer Agent the amount of such invoice within thirty (30) days after the Fund’s receipt of the invoice. 7.2 In addition, each Fund agrees to pay, and will be billed separately for, reasonable out-of-pocket expenses incurred by Co-Transfer Agent in the event performance of a workits duties hereunder. Out-incurred injuryof-pocket expenses shall include, an employee must apply for Workers’ Compensation benefitsbut shall not be limited to, the items specified in the written schedule of out-of-pocket charges annexed hereto as Schedule C and incorporated herein. An employee Schedule C may be modified by written agreement between the parties. Unspecified out-of-pocket expenses shall be paid his/her full regular salary limited to those out-of-pocket expenses reasonably incurred by Co-Transfer Agent in the performance of its obligations hereunder, as approved by the Funds. 7.3 Any compensation agreed to hereunder may be adjusted from time to time by attaching to Schedule C, a revised fee schedule executed and dated by the parties hereto. 7.4 Co-Transfer Agent shall establish certain accounts required to provide services under this Agreement that may produce (a) investment earnings from sweeping the funds in such Service Accounts into investment accounts including, but not limited to, investment accounts maintained at an affiliate or client of Co-Transfer Agent; (b) balance credits earned with respect to the extent amounts in such Service Accounts (“Balance Credits”) will be used to offset the banking service fees imposed by the cash management service provider (the “Banking Service Fees”); (c) Co-Transfer Agent shall retain any excess Balance Credits for its own use; and (d) Balance Credits will be calculated and applied toward the Fund’s Banking Service Fees regardless of his/her accumulated sick leave onlythe Service Account balance sweep described in Sub-Section (a) above. If Co-Transfer Agent sweeps funds from multiple Service Accounts into one investment account, provided Co-Transfer Agent shall be responsible for any resulting loss of federal deposit insurance. 7.5 The undersigned hereby represents and warrants to Co-Transfer Agent that he/she turns over (a) the terms of this Agreement, (b) the fees and expenses associated with this Agreement, and (c) any benefits accruing to Co-Transfer Agent or to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, adviser or sponsor to the greatest extent possibleFund in connection with this Agreement, during including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by Co-Transfer Agent to such adviser or sponsor or any affiliate of the normal work week, Monday through Friday. All follow-up visits Fund relating to the Agreement have been fully disclosed to the Board of Directors of the Fund and physical therapy will be scheduled during off hours. Howeverthat, if visits to authorized services cannot be scheduled during off hours due to unavailability required by applicable law, such Board of medical servicesDirectors has approved or will approve the terms of this Agreement, the Authority will allow any such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules fees and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, thenexpenses, and in that event, the burden shall be upon the employee to establish any such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesbenefits.

Compensation. A. In (a) During the event term hereof, as the same may be extended from time to time, the Company shall pay the Manager the Management Fee. The Manager will not receive any compensation as calculated hereunder for the period prior to the Spin-Off Date. The Management Fee shall be due and payable quarterly in advance as of the first day of each quarter (January 1, April 1, July 1 and October 1) (provided that such initial and final payments will be pro-rated based on the number of days during such quarter that this Agreement was in effect; and provided further that the initial payment of the Management Fee shall be due and payable on the date hereof). The Manager may calculate each installment of the Management Fee based on an estimate of Equity on the first day of each quarter, and deliver such computations to the Board of Directors no less than three (3) business days prior to the beginning of each quarter, which computations may be reviewed by the Board of Directors, a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors. Such Management Fee shall be adjusted, as applicable, when the final determination of Equity on such date is made to reflect any difference between the Manager’s estimate of Equity and the final determination of Equity; the Management Fee payable for the applicable subsequent quarter shall be adjusted upward or downward, as applicable, to reflect the adjustment to the Manager’s estimate of Equity and the final determination of Equity. (b) The Manager acknowledges that, pursuant to the Founder’s Rights Agreement, Lennar has the right, in connection with its Enforcement Rights (as defined therein) to compel the Company to stop payment of the Management Fee in certain circumstances where there is a legal dispute between Lennar and the Company. The Manager agrees that, upon receipt of a workwritten notice by the Board of Directors of the Company that ▇▇▇▇▇▇ has exercised such Enforcement Right, which notice must include a copy of the written notice from ▇▇▇▇▇▇ to the Board of Directors of the Company, as signed by an authorized representative of Lennar, exercising its Enforcement Rights specifically with respect to compelling the Company to stop payment of the Management Fee pursuant to this Agreement, the Manager shall waive all Management Fee payments for the duration of the period set forth in such notice (the “Dispute Period”). Written notice of any extensions to such Dispute Period must be delivered to the Manager in advance of the expiration of originally-incurred injurystated Dispute Period, an employee must apply for Workers’ Compensation benefitsalong with any relevant documentation supporting such extension. An employee The Manager agrees that such extensions shall be honored without affirmative approval by the Manager, unless the notice does not provide the reasons and supporting documentation (if applicable) for such extension. The Manager agrees that any discontinuation of the Management Fee payments in connection with the Manager’s waiver of the Management Fee pursuant to this Section 10(b) shall not be deemed to be a breach of contract or otherwise a default by the Company under this Agreement, and Manager may not terminate the Management Agreement solely by reason of such discontinuation of the Management Fee. Following the end of the Dispute Period, the Manager agrees that all waived payments of the Management Fee shall not be paid his/her full regular salary or otherwise reimbursed to the extent of his/her accumulated sick leave onlyManager by the Company, provided that he/she turns over to if the Authority any and all Workers’ Compensation benefits. Only the difference legal dispute between such Workers’ Compensation benefits Lennar and the employeeCompany is resolved (by court order, judgment or similar equivalent) in ▇▇▇▇▇▇’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Fridayfavor. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she legal dispute is entitled resolved (by court order, judgment or similar equivalent) in the Company’s favor, the Company agrees to take all necessary and appropriate action, including by litigation or obtaining a period court order, to compel Lennar to pay the total amount of disability beyond waived Management Fee payments over the period established by course of the treating physicianDispute Period to the Manager, in accordance with the terms of the Founder’s Rights Agreement. In the event the expiration or termination of this Agreement occurs during a Dispute Period in which the Manager has waived all Management Fee payments pursuant to this Section 10(b), the provisions regarding the Company’s obligation to compel Lennar to pay the Manager the total amount of waived Management Fee payments over the course of the Dispute Period up to the date of the expiration or termination of this Agreement in the event the legal dispute is resolved in the Company’s favor shall survive the expiration or termination of this Agreement. (c) The Management Fee shall be payable independent of the performance of the Company, the ▇▇▇▇’R or the Investments. The Manager may waive all or a physician chosen by the Authority, or by portion of its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesfees.

Compensation. A. In As base compensation for the event services of the Executive during the term of this Agreement, the Company shall pay the Executive a work-incurred injurysalary at an annual rate of $110,000.00, an employee must apply for Workers’ Compensation benefitsplus such additional compensation, if any, which the Board of Directors of the Company (the "Board") may from time to time determine. An employee The Executive's salary hereunder shall be paid his/her full regular salary in equal semi-monthly installments (subject to reduction for such payroll and withholding deductions as may be required by law), and may be paid, in whole or in part, by one or more of the subsidiaries of the Company. In addition to the Executive's base salary, the Executive shall be entitled to each of the following during the term of this Agreement (at the Company's expense unless otherwise indicated): (a) the right to participate in the Executive Bonus Plan, which shall entitle the Executive to such bonus awards as will be determined by the Board and paid to the Executive by the Company, (b) a monthly housing allowance of $2,500 per month from the date of this Agreement until October 1, 1998, which allowance may be extended on a year to year basis at the discretion of the Board, (c) payments for the normal monthly lease rental obligations required to be paid for a vehicle to be leased by the Executive during the term of this Agreement, subject to extension on a year to year basis at the discretion of the Board, the make and model of which will be chosen by the Board, (d) health insurance coverage which shall provide for payment of health, dental and related expenses incurred during the term of this Agreement with respect to the Executive, the Executive's spouse and the Executive's children and which shall contain such benefits and options as shall be made available to other employees of the Company (the parties acknowledge that the Executive shall be responsible for paying such portion of this coverage as shall be consistent with Company policy for its employees in general), (e) the right to participate in any and all 401(k) plans and Section 125 plans now in effect or hereafter adopted by the Company, (f) the right to participate in any other benefit plans of the Company to the extent the Board determines the Executive shall be a participant in such plan(s), (g) the right to all fringe benefits generally made available to other executives and/or employees of his/her accumulated the Company (including, but not by way of limitation, disability benefits if and to the extent available) at the discretion of the Board, (h) such vacation and sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary as shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentspermitted by the Company's standard policies for other senior executive employees of the Company, and (i) options to purchase shares of stock of Diversified Corporate Resources, Inc. ("DCRI"), a Texas corporation, which owns all of the issued capital stock of the Company, to the greatest extent possible, during that the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability Board of medical services, Directors of DCRI determines that the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden Executive shall be upon a participant in DCRI's stock option plan, including options to purchase up to 12,000 shares of stock of DCRI that have been previously granted to the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesExecutive.

Compensation. A. In Subject to the event terms and conditions of a work-incurred injurythis Agreement, an employee must apply for Workers’ Compensation benefits. An employee while the Executive is employed by the Corporation under this Agreement, the Executive shall be paid his/her full regular salary to compensated for services as follows: (A) Effective January 3, 2005 the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employeeExecutive’s full regular annual base salary shall be charged against accumulated sick leave$180,000 (“Annual Base Salary”), payable in bi-weekly installments under the Corporation’s general payroll practices, subject to customary withholding. B. (B) The Authority Executive will schedule Workers’ Compensation appointmentsbe eligible for an incentive bonus payment from the Corporation each calendar year or applicable performance period (the “Performance Bonus”) in accordance with the bonus plans of the Corporation as in effect from time to time. The Target Bonus Percentage shall be 50% of Annual Base Salary. The Corporation reserves the right, in its sole discretion, to terminate or modify the greatest extent possible, during Performance bonus or to change the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicestarget bonus percentage. (C) Except as otherwise specifically provided herein, the Authority will allow such visits during working hours. C. All visits are scheduled by Executive shall be provided with health, welfare benefits to the Authority pursuant to current Authority rules same extent and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis terms as those benefits are provided by the Corporation from time to time to other similarly situated executives of the Corporation. Nothing in Paragraph A abovethis Agreement precludes the Corporation from amending or terminating any plans or programs generally applicable to salaried employees or executives, or he/she as the case may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledbe. F. (D) The Authority reserves Executive shall be reimbursed by the right Corporation, on terms and conditions that are applicable to assign “light duty work” to an employeeother similarly situated executives of the Corporation, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items, consistent with the Corporation’s expense reimbursement policy in effect at the time. Nothing in this Agreement precludes the Corporation from amending or terminating its optionexpense reimbursement policy. G. In (E) The Corporation shall pay or shall reimburse the event Executive for the employee contends that he/she is entitled to a period amount of disability beyond the period established monthly lease payment for the automobile approved by the treating physicianCorporation for the Executive’s business; provided however, that the Corporation shall report as income to the Executive any amounts required by law or a physician chosen the policies of the Corporation for the Executive’s personal use of such automobile. (F) The Corporation shall pay or shall reimburse the Executive for his monthly dues and assessments at one country club approved by the Authority, or by its insurance carrier, then, and in that eventCorporation. (G) Upon the effective date of this Agreement, the burden Corporation shall be upon grant the employee to establish such additional period Executive 1,500 shares of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision restricted stock of the last reviewing CourtCorporation, shall be binding upon pursuant and subject in all respects to the partiesprovisions of the Ryerson ▇▇▇▇, 2002 Incentive Stock Plan. All of the 1,500 shares of such restricted stock would vest on January 3, 2008, subject to the Executive’s continued employment with the Corporation (or an affiliate) from the date of the grant through the applicable vesting date.

Compensation. A. In (a) For all of the event services rendered by the Executive hereunder during the Term, the Executive shall receive an annual base salary of $330,000 (the “Base Salary”), payable in accordance with the Company’s regular payroll practices in effect from time to time. The Base Salary will be reviewed on or about December 1, 2018 and annually thereafter by the Board to determine if any increase is appropriate, and if Executive’s Base Salary is increased, then the term “Base Salary” as used in this Agreement shall mean the amount of the Executive’s Base Salary then in effect at the applicable time. (b) During the Term, the Executive shall be eligible to receive an annual bonus (pro-rated for the first fiscal year of the Term) with a work-incurred injurytarget amount equal to 35% of the Base Salary (the “Annual Bonus”), an employee must apply for Workers’ Compensation benefitsin accordance with the terms and conditions of the Annual Incentive Bonus Plan attached hereto as Exhibit A, as amended from time to time. An employee Subject to the Executive’s continued employment through the payment date (except as otherwise provided in this Agreement), the Annual Bonus, if any, shall be paid his/her full regular salary to the extent of his/her accumulated sick leave onlyExecutive on the date the Company pays bonuses to its executives generally for the year to which such Annual Bonus relates. (c) [RESERVED] (d) During the Term, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Executive shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsentitled to participate in the Company’s employee benefit plans, to the greatest extent possibleincluding without limitation, during the normal work weekany health, Monday through Friday. All follow-up visits dental, vision and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled 401(k) plans maintained by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveCompany, he/she may then use any unused vacation time on the same basis terms and conditions as may from time to time be applicable to the Company’s other executive officers, as such employee benefit plans may be in Paragraph A above, or he/she may elect place from time to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledtime. F. (e) The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is Executive shall be entitled to a period minimum of disability beyond twenty (20) days of vacation per year (prorated for any partial year worked), in accordance with Company’s policy as in effect from time to time. The Executive shall also be entitled to sick days and paid holidays in accordance with the period established Company’s policy as in effect from time to time. (f) During the Term, the Executive shall be reimbursed by the treating physicianCompany for all necessary and reasonable expenses, or a physician chosen by professional dues, continuing education fees including without limitation any fees and expenses related to the Authority, or by its insurance carrier, thenmaintenance of professional licenses, and membership dues incurred by her in that eventconnection with the performance of her duties hereunder. The Executive shall keep an itemized account of such expenses, together with vouchers and/or receipts verifying the burden same. Any such expense reimbursement will be made in accordance with the Company’s policies governing reimbursement of expenses as are in effect from time to time. (g) All payments and benefits made pursuant to this Agreement shall be upon subject to such withholding as the employee to establish such additional period of disability Company reasonably believes is required by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andany applicable federal, such findings by the Division of Workers’ Compensation state, local or by the final decision of the last reviewing Court, shall be binding upon the partiesforeign law.

Compensation. A. In the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee Executive shall be paid his/her full regular salary entitled to the extent following compensation: (a) The Company agrees to pay to Executive a salary in cash (the “Salary”), as compensation for the services to be performed by Executive, at the rate of his/her accumulated sick leave only$200,000 per calendar year, paid in accordance with the Company’s customary payroll procedures and subject to applicable withholding. During the Term, the Board shall have the right to increase, but not decrease, the Salary, except the Board may decrease the Salary in connection with a base salary decrease that is generally applicable to all members of the Company’s senior management. Without limiting the generality of the foregoing, Executive will be eligible for additional annual salary merit increases during the Term beginning in 2017 based on the evaluation of Executive’s performance as determined by the Board in its sole discretion. Executive’s salary as in effect from time to time shall constitute the “Salary” for purposes of this Agreement. (b) On the Effective Date, the Company shall execute and deliver to the Executive a Stock Option Agreement evidencing a grant to Executive to purchase 25,000 shares (“Option Shares”) reserved for issuance under the 2015 Omnibus Incentive Plan of the Company as of the Effective Date at a price equal to $12.50 per share and vesting with respect to one third (1/3) of the total number of Option Shares on each of the first three (3) anniversaries of the Effective Date, provided that he/she turns over Executive is continuously employed with or in the service of the Company or its Affiliates through the applicable anniversary date. During the Term, additional grants of stock options may be made to Executive based on the evaluation of Executive’s performance as determined by the Board in its sole discretion. (c) The Company shall reimburse Executive for all reasonable expenses incurred by Executive in the course of performing Executive’s duties under this Agreement that are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Authority any Company’s requirements with respect to reporting and all Workers’ Compensation benefits. Only the difference between documentation of such Workers’ Compensation benefits and the employee’s full regular salary expenses. (d) Executive shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentseligible to participate in any equity incentive plan, to the greatest extent possiblerestricted share plan, during the normal work weekshare award plan, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. Howeverstock appreciation rights plan, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled stock option plan or similar plan adopted by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time Company on the same basis terms and conditions applicable to other senior Company executives, with the amount of such awards to be determined by the Board in its sole discretion. Executive shall be eligible for an annual bonus and long term incentive awards as determined in Paragraph A abovethe sole discretion of the Board. In addition, Executive shall receive an annual bonus equal to the Company’s newly acquired Delinquent Units located in the State of Florida, multiplied by $100.00. This bonus shall become earned only after 1,200 units are acquired in a calendar year, (“Florida Unit Bonus”). Payment shall relate back to, and be earned on, the first unit acquired through the total of all units acquired through the end of the calendar year so long as a minimum 1,200 units are acquired. No bonus is earned or he/she may elect to go on unpaid leave payable unless and until 1,200 units are acquired in a given calendar year and Executive remains employed with the Company. The unit bonus calculation shall restart at zero at the beginning of absence and retain any Workers’ Compensation benefits to which he/she is entitledeach calendar year. This bonus shall be payable after the conclusion of the calendar year. Any units acquired as the result of M&A activity shall not be counted for the calculation of this bonus. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is (e) Executive shall be entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, all rights and in that event, the burden benefits for which Executive shall be upon eligible under any retirement, retirement savings, profit-sharing, pension or welfare benefit plan, life, disability, health, dental, hospitalization and other forms of insurance and all other so-called “fringe” benefits or perquisites (except for with respect to any plan that provides severance or other similar benefits), on the employee same terms that the Company provides to establish such additional period other similarly situated senior Company executives (subject to all restrictions on participation that may apply under federal and state tax laws). In addition, Executive will be entitled to: (i) Automobile allowance of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and$600 per month plus accompanying operating expenses (Gas, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing CourtTolls, shall be binding upon the partiesParking ).

Compensation. A. In 3.1 As the event of a work-incurred injurytotal consideration for Executive’s services rendered hereunder, an employee must apply for Workers’ Compensation benefits. An employee Executive shall be entitled to the following during the period that Executive is employed hereunder: (a) A base salary of $600,000 per year (“Base Salary”), payable in equal installments bi-weekly on those days when Employer normally pays its employees; (b) Executive shall accrue paid his/her full regular salary time off during the period he is employed hereunder at the rate of five weeks per calendar year, subject to any vacation benefit accrual cap established by Employer (i.e., once the cap has been reached, further accrual shall cease until Executive uses some or all of his accrued time to fall below the accrual cap). The timing of Executive’s vacation shall be governed by Employer’s usual policies applicable to all employees; (c) Executive is entitled to participate in any policies or plans regarding benefits of employment, including pension, profit sharing, group health, disability insurance and other employee welfare benefit plans now existing or hereafter established to the extent that Executive is eligible under the terms of his/her accumulated sick leave onlysuch plans. Despite the foregoing, Executive is entitled to participate in any such plan or program only if the executive officers of Employer generally are eligible to participate in such plan or program. Employer may, in its sole discretion and from time to time, establish additional senior management benefit programs as it deems them appropriate. Executive understands that any such plans may be modified or eliminated in Employer’s sole discretion in accordance with applicable law; and (d) Executive shall be entitled to stock options at the sole discretion of the Board of Directors in the amount and subject to the terms and conditions as is consistent with other Executives in the Company. (e) Such other benefits as the Board of Directors of Employer, in its sole discretion, may from time to time provide which may include cash bonuses or stock grants. 3.2 During the period that Executive is employed hereunder, Employer shall reimburse Executive for reasonable and necessary business and entertainment expenses incurred by Executive on behalf of Employer in connection with the performance of Executive’s duties hereunder. 3.3 Executive may elect to defer any portion of his Base Salary into an approved, Employer sponsored deferred compensation plan; provided that he/she turns over Employer has no obligation to provide such a deferred compensation plan. All Base Salary, whether or not deferred, shall be deemed to be earned and immediately vested upon distribution to Executive or deferral into a deferred compensation plan. 3.4 There shall be no inflation or any other automatic adjustments to any of the Authority compensation paid to Executive under this Agreement. 3.5 Employer shall have the right to deduct from the compensation due to Executive hereunder any and all Workers’ Compensation benefits. Only sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leavecompensation of Executive. B. The Authority will schedule Workers’ Compensation appointments3.6 During the period that Executive is employed hereunder, Employer shall pay to Executive an automobile allowance in the greatest extent possible, amount of $1,000 per month (prorated for any partial month during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hoursemployment period). C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. Section 3.1 Subject to the provisions of this Agreement, with respect to every renewal, extension, relocation or new lease with an existing tenant of space in the Building entered into after the date hereof with respect to any existing tenant (each, a “Lease Renewal or Modification”), Agent shall be compensated by Owner in accordance with the provisions of this Article 3. Section 3.2 Notwithstanding any provision of this Agreement to the contrary and regardless of the extent to which negotiations may progress, in the event that either: (a) such Lease Renewal or Modification fails to be consummated and/or received and accepted by Landlord for any reason whatsoever, including, but not limited to, any lack of any approval or consent that may be required pursuant to the provisions of the applicable existing lease or such Lease Renewal or Modification or required pursuant to the provisions of the Superior Mortgages, or the refusal by Landlord to continue negotiations for any reason or no reason; or (b) if tenant fails to pay the first regular rental payment, if any, due upon execution and delivery of the Lease Renewal or Modification, or if any of the Conditions (as hereinafter defined) are not satisfied, then, and in such event, Agent shall not be entitled to any commission whatsoever in connection with such Lease Renewal or Modification and all negotiations prior thereto, and Agent hereby waives any claims or demands therefor. (a) In the event that (i) a Lease Renewal or Modification is actually executed, delivered, received and accepted by Landlord and a tenant, (ii) all conditions required to make such Lease Renewal or Modification become effective have been satisfied including, but not limited to, delivery of any lease guarantees, or consents by or agreements with the holders of any Superior Mortgages, and (iii) the first monthly installment of rent and the security deposit (if any) pursuant to the Lease Renewal or Modification have been paid (collectively, the “Conditions”), then, provided that the outside third-party brokerage firm acting as the exclusive broker for the Building (the “Exclusive Broker”) is not entitled commission, Owner shall pay to Agent, as full compensation for its services rendered in connection with such Lease Renewal or Modification, 95% of one commission computed upon the initial term of the Lease Renewal or Modification only, in accordance with the rates set forth in Schedule A annexed hereto and the payment schedule set forth on Schedule B annexed hereto; provided, that in the event that an Outside Broker (as hereinafter defined) is entitled to a full commission in connection with such transaction under this Section 3.3(a), Owner shall pay to Agent, for Agent’s own account, an amount equal to 47.5% of one commission on the fixed rental to be received by Owner during such Lease Renewal or Modification. (b) In the event that the initial term of the Lease Renewal or Modification is renewed or extended, regardless of whether as a result of the exercise by tenant of an option or right contained in the original lease or Lease Renewal or Modification on the terms and conditions for such renewal or extension contained in the original lease or Lease Renewal or Modification, and regardless of whether this Agreement has expired or terminated, then, provided that the Exclusive Broker (as hereinafter defined) is entitled to a commission, Owner shall pay to Agent, subject to the provisions of Section 3.4 hereof, 15% of one commission on the fixed rental to be received by Owner during the renewal or extension period, in accordance with the rates set forth in Schedule A, computed as if such renewal or extension term were part of the initial term of the Lease Renewal or Modification; provided, that in the event that an Outside Broker is entitled to a full commission in connection with such transaction under this Section 3.3(b), Owner shall pay to Agent, for Agent’s own account, an amount equal to 7.5% of one commission on the fixed rental to be received by Owner during such Lease Renewal or Modification. (c) In the event of a work-incurred injurynew lease in the Building with any unaffiliated tenant which is not a tenant of the Building or a tenant within Agent’s portfolio (each, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary to the extent of his/her accumulated sick leave onlya “New Lease”), provided that he/she turns over this Agreement has not expired or terminated, then Owner shall pay to Agent, subject to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s provisions of Section 3.4 hereof, 20% of one full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time commission on the same basis as fixed rental to be received by Owner during such New Lease, in Paragraph A aboveaccordance with the rates set forth in Schedule A; provided, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In that in the event the employee contends that he/she an Outside Broker is entitled to a period full commission in connection with such transaction under this Section 3.3(c), Owner shall pay to Agent, for Agent’s own account, 10% of disability beyond one commission on the period established fixed rental to be received by Owner during such New Lease. (d) In the event of a relocation or new lease with any tenant within Agent’s portfolio (which shall be defined as any building owned or controlled by an affiliate of Agent) (each, a “Portfolio Lease”), and regardless of whether this Agreement has expired or terminated, then, regardless of whether Agent was entitled to a commission on the original Portfolio Lease, Owner shall pay to Agent, subject to the provisions of Section 3.4 hereof, 95% of the difference between (i) then then-market commission on the fixed rental to be received by Owner during such Portfolio Lease and (ii) any commission payable to the Exclusive Broker and/or any Outside Broker. (e) In the event of an expansion of leased space with an existing tenant of space in the Building (each, an “Expansion Lease”), and this Agreement has not expired or been terminated, then, regardless of whether Agent was entitled to a commission on the original Expansion Lease, Owner shall pay to Agent, subject to the provisions of Section 3.4 hereof, 95% of the difference between (i) then then-market commission on the fixed rental to be received by Owner during such Expansion Lease and (ii) any commission payable to the Exclusive Broker and/or any Outside Broker. (f) Owner shall not be obligated to pay any compensation whatsoever to Agent under the provisions of this Agreement in connection with any lease transaction consummated between Owner and any affiliate or subsidiary thereof. Section 3.4 All commissions payable under this Agreement shall be subject to the following provisions of this Section 3.4: (a) The commission shall be based upon the aggregate fixed rent or base rent (the “Annual Fixed Rent”) payable by the treating physiciantenant during the initial term of the Lease Renewal or Modification only, limited as hereinafter provided. In the event a Lease Renewal or Modification is consummated on a so-called “net” basis so that real property taxes and costs of maintaining or operating the property are included in Annual Fixed Rent, the amount of such items for the year in which the Lease Renewal or Modification is executed, on a per square foot basis, shall not be included in the Annual Fixed Rent per square foot in determining the commission due hereunder. (b) If the Lease Renewal or Modification shall expressly provide for an option by the Tenant to cancel the Lease Renewal or Modification prior to the commencement of the term, then the first payment of such commission shall not be payable until the time for the exercise of such option to cancel shall have expired or shall have been waived in writing and, if the Lease Renewal or Modification shall be cancelled pursuant to such option, no commissions shall be due or payable therefor. If the Lease Renewal or Modification shall expressly provide the tenant with an unilateral option to cancel subsequent to the commencement of the term, then such commission shall be payable only for the term of the Lease Renewal or Modification unaffected by the option to cancel; if the option is waived in writing or not exercised within the time limit permitted, then a commission shall be payable for the then balance of the term, as if no such option to cancel had existed. Notwithstanding the above, if the cancellation option expressly requires that the tenant make a payment representing unamortized commission amounts, then, in such event only, following such payment by tenant to Owner, Agent shall be paid its commission as provided herein as if no such right to cancel existed; provided, however, that if the cancellation payment made by tenant does not equal, in the aggregate, the amount of such commission otherwise payable to Agent and all of Owner’s reasonable expenses with respect to such lease, then the amount of the commission to be paid to Agent shall be determined on a pro rata basis. (c) In determining the Annual Fixed Rent for the purpose of computing commissions due hereunder, items (i), (ii), (iii), (iv) and (v) below (whether or not referred to in the Lease Renewal or Modification as rent or additional rent and whether or not included in the Annual Fixed Rent) shall be excluded and items (vi) and (vii) shall be deducted: (i) Charges, if any, payable by tenant for utilities or utility services to be supplied to tenant, including, without limitation, electricity charges; (ii) Any payment to be made by tenant (A) pursuant to any cost of living (Price Index) formulae, or a physician chosen by (B) on account of increases in real estate taxes, wages or labor costs of maintaining and operating the AuthorityBuilding in which the demised premises are located (other than fixed increases in base rent), or (C) pursuant to any other escalation formulae which increases the Annual Fixed Rent other than a percentage increase to Annual Fixed Rent; (iii) Any payments to be made by its insurance carriertenant on account of work, labor or materials furnished by Landlord in excess of Owner’s standard landlord work letter; (iv) Any payments to be made based upon tenant’s gross receipts, (commonly referred to as Percentage Rental), provided, however, that if there is no Annual Fixed Rent payable under the terms of the Lease Renewal or Modification, and in lieu thereof, tenant’s rent is based upon a percentage of tenant’s gross receipts, then, and only in such event, shall the commission be payable on such Percentage Rental when determined and pursuant to all of the other terms of this Agreement; (v) Any payments to be made by tenant in addition to Annual Fixed Rent; (vi) All costs and expenses actually assumed or incurred by Landlord, if any, (A) in connection with tenant’s lease obligations for space rented by tenant from others outside the Building including, without limitation, expenses incurred in reletting such space or (B) in connection with any take-back of Space in the Building in connection with any Lease Renewal or Modification, including, without limitation, expenses incurred in reletting such space; and (vii) Rent concessions granted by Landlord amortized on a straight-line basis over the term of the Lease Renewal or Modification, other than rent concessions granted in lieu of, and not in excess of, Landlord’s standard work letter or standard allowance for tenant improvements for that particular space in the Building. (d) Subject to the provisions of subdivision (a) of this Section 3.4 above, all commissions (except for any payments made directly to Outside Brokers pursuant to any Brokerage Agreements between Owner and such Outside Brokers), including overriding commissions, shall be payable to Agent in accordance with the provisions of Schedule B annexed hereto and made a part hereof. Section 3.5 Notwithstanding anything in this Agreement to the contrary, the relocation of a tenant within the Building upon substantially the same terms and conditions as set forth in such tenant’s existing Lease Renewal or Modification shall not result in any additional commission being payable to Agent unless the term of the subject Lease Renewal or Modification is extended or additional space is taken and, in such event, the burden provisions of Section 3.3 shall control with respect to such additional space or extended term. Should a tenant relocate within the Building and the terms and conditions of such tenant’s Lease Renewal or Modification be modified in connection with the relocation so as to result in an increase in total fixed rental payable, Owner shall pay Agent a commission on any increase in fixed rental to be received as a result of the relocation in accordance with the provisions of Section 3.3. In the event a Lease Renewal or Modification is entered into with an existing tenant for space then under lease to another existing tenant whose lease will thereby terminate prior to the stated expiration date, Owner shall pay to Agent a commission with respect to such new Lease Renewal or Modification in accordance with the provisions of Section 3.3. However, in the event such a situation should arise, Owner shall be upon entitled to credit against any commission due Agent an amount equal to the employee pro rata portion of the commission theretofore paid to establish Agent with respect to the unexpired portion of the term of the existing lease, provided Owner had initially paid the commission pertaining to the unexpired portion of the term, and Owner and Agent shall use reasonable efforts to secure a fee directly from the then existing tenant of the applicable space in consideration for the termination of such additional period existing tenant’s lease and any fee or consideration so received by Agent shall be offset, ▇▇▇▇▇ for ▇▇▇▇▇, against the commission due and payable by Owner resulting from the new Lease Renewal or Modification. Section 3.6 Notwithstanding anything in this Agreement to the contrary, for the purposes of disability by obtaining the calculation of any commissions under Section 3.3 above, “Outside Broker” shall include any broker, representative or affiliate of Agent and any other division of Agent, the employees of which are not working directly with the Representative on this assignment, provided that if Agent or any affiliate of Agent is also the Outside Broker in a Judgment lease transaction, Owner shall not be obligated to pay more than 95% of one commission in the Division aggregate, determined in accordance with the provisions of Workers’ Compensation establishing this Agreement, in connection with such further period of disability andtransaction. Section 3.7 Agent acknowledges that, such findings by if a rental agency, brokerage or other agreement between Owner and another leasing agent with respect to the Division of Workers’ Compensation or by the final decision Building is in effect as of the date hereof (an “Existing Agreement”), then such leasing agent may be entitled to a commission with respect to any Lease Renewal or Modification pursuant to the terms of such Existing Agreement. Agent further acknowledges that a former leasing agent for the Building may claim that it is entitled to be paid a commission with respect to any Lease Renewal or Modification entered into with the entities listed on Schedule C annexed hereto for the space so indicated on Schedule C. Accordingly, notwithstanding anything in this Agreement to the contrary, if Owner enters into a Lease Renewal or Modification with any entity set forth on the attached Schedule C for the space so indicated on said Schedule C within six (6) months after the Commencement Date, and the former leasing agent for the Building is entitled to be paid a commission with respect to such Lease Renewal or Modification, then Agent shall neither seek nor accept a commission hereunder in connection with such Lease Renewal or Modification. Section 3.8 The following provisions shall apply to any Lease Renewal or Modification executed and delivered after the expiration or termination of this Agreement: (a) Within thirty (30) days after the Expiration Date of this Agreement, Agent shall deliver to Owner a complete list (the “Pending List”) of any potential Lease Renewal or Modification with respect to which, at the request of Owner, a term sheet or letter of intent has been delivered to the applicable tenant, and such tenant has provided written comments on, or otherwise responded in writing to such term sheet or letter of intent as of the Expiration Date of this Agreement. If, within twelve (12) months after the Expiration Date of this Agreement (the “Tail Period”), (i) Owner and the applicable tenant execute and deliver a Lease Renewal or Modification with respect to any transaction identified on the Pending List, (ii) such Lease Renewal or Modification is on terms substantially similar to those contained in the last reviewing Court, shall be binding upon draft of the parties.term sheet or letter of intent that was delivered

Compensation. A. In All payments of salary and other compensation to the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee Executive shall be paid his/her full regular payable in accordance with the Bank's ordinary payroll and other policies and procedures. During the term of this Agreement, the Bank agrees to pay Executive a base salary of not less than $145,000 annually, appropriately prorated for partial months at the commencement and end of the term of this Agreement. The Bank shall have the right to deduct from any payment of compensation to Executive hereunder any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by Executive. During the term of this Agreement, it is anticipated that the Board of Directors or a delegated committee thereof will adopt an executive incentive bonus plan. The Executive will be entitled to participate in such plan. Executive shall also be entitled to participate in any benefit programs applicable to all employees of the Bank or to executive employees of the Bank in accordance with Bank policy and the provisions of said benefit programs. Executive shall receive options to purchase shares of common stock of the Company at an exercise price of $10.00 per share, the total number of options to be 5% (75,000 assuming a 1,500,000 issue). Options will vest at 20 percent per year over a five year period. Executive will be allowed to exercise his vested options beginning three years from the opening of the Bank. The options shall have a term of ten years from the date of issuance, which shall be the Effective Date, and to the extent permitted by law, shall be treated as incentive stock options. The options shall be evidenced by a stock option agreement, which shall have such terms as are consistent with those set forth above and such additional terms, including with respect to vesting, as may be set forth in the stock option agreement or the stock option plan pursuant to which the options are granted. The Bank shall furnish the Executive with an automobile, the retail value of his/her accumulated which shall not exceed $40,000, excluding tax, title and license. The Bank shall also provide the Executive with a cellular phone and laptop computer for use in the performance of his duties and obligations under this Agreement. Further, the Bank shall provide the Executive with a membership to a local country club and shall reimburse the Executive for all dues related to such membership. The Bank shall also reimburse the Executive for all reasonable expenses, including, but not limited to, travel expenses, lodging expenses, and meals and entertainment expenses, that the Executive may incur in the performance of his duties and obligations under this Agreement; provided, however, that the Executive shall be required to submit receipts or other acceptable documentation to the cashier of the Bank or such other officer designated by the Board to verify such expenses prior to any reimbursements. Subject to the provisions of Paragraph 9 of this Agreement, the Executive shall be entitled to receive employee and dependent health insurance, dental insurance, paid sick leave onlyand four (4) weeks of paid vacation per year, and any additional benefits provided that he/she turns over to all Bank employees all in accordance with the Bank's employment policies. In addition to the Authority reimbursement of expenses listed in Paragraph 4 of this Agreement, the Bank shall pay, or reimburse Executive, for initiation fees for IBAT/TBA memberships. The Company shall also provide the Executive with a salary continuation plan, with such terms as are approved by Executive and the Board of Directors of the Bank or the Company, as the case might be. The Company shall also provide the Executive with term life insurance coverage in an amount not less than $250,000 and having a term not less than ten years. The Board of Directors or a delegated committee shall review the amount of Executive's compensation, including his base salary, not less than annually and shall increase such base salary as a result of such review and to provide reasonable cost of living adjustments, all in the discretion of the Board of Directors or such committee and consistent with safe and sound banking practices; provided however that Executive's base salary, bonuses, vacation and car allowance shall not be less than the amounts set forth in Paragraphs 3 and 4 at any time during the term of this Agreement. All employee benefits provided to the Executive by the Bank incident to the Executive's employment shall be governed by the applicable plan documents, summary plan descriptions or employment policies, and may be modified, suspended or revoked at any time, in accordance with the terms and provisions of the applicable documents. The parties hereto acknowledge that the compensation set forth herein and the other covenants and agreements of the Bank contained herein are fair and adequate compensation for Executive's services and for the covenants of Executive as set forth herein. RESPONSIBILITIES The Executive shall be employed as President and Chief Executive Officer of the Bank and shall faithfully devote his best efforts and his primary focus to his positions with the Bank. The Executive acknowledges and agrees that the duties and responsibilities of the Executive required by his position as President and Chief Executive Officer of the Bank are wholly within the discretion of its Board of Directors, and may be modified, or new duties and responsibilities imposed by the Board of Directors, at any time, without the approval or consent of the Executive. However, these new duties and responsibilities may not constitute immoral or unlawful acts. In addition, the new duties and responsibilities must be consistent with the Executive's role as Chairman or Chief Executive Officer of a financial institution. The Executive acknowledges and agrees that, during the term of this Agreement, he has a fiduciary duty of loyalty to the Bank, and that he will not engage in any activity during the term of this Agreement, which will or could, in any significant way, harm the business, business interests, or reputation of the Bank or the reputation of the Board of Directors. The Executive shall not directly or indirectly engage in competition with the Bank at any time during the existence of the employment relationship between the Bank and the Executive, and the Executive will not on his own behalf, or as another's agent or employee, engage in any of the same or similar duties and/or Bank-related responsibilities required by the Executive's position with the Bank, other than as an employee of the Bank pursuant to this Agreement or as specifically approved by the Board of Directors. In addition, without the prior written consent of the Board of Directors, Executive shall not usurp for himself any corporate opportunity available to the Company or the Bank. NONINTERFERENCE Executive acknowledges that, as part of his employment with the Bank, he will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank's employees. Executive agrees to maintain the confidentiality of such information. Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of the Bank, nor shall the Executive contact or communicate with any other employees of the Bank for the purpose of inducing other employees to terminate their employment with the Bank. For purposes of this covenant, "other employees" shall refer to employees who are still actively employed by or were employed by the Bank within the prior year, or doing business with, the Bank at the time of the attempted recruiting or hiring. In his position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter "Proprietary Information") pertaining to, or arising from, the business of the Company, the Bank, and their respective affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valuable to the Bank's business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his employment, any and all Workers’ Compensation benefitsProprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank. Only The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the difference identities of the Bank's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank's existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank's employees; (vi) the identities of and pricing information about the Bank's suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee's employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. The Executive expressly represents that he has no agreements with, or obligations to, any party which conflict, or may conflict, with the interests of the Bank or with the Executive's duties as an employee of the Bank. Executive acknowledges that the special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such Workers’ Compensation benefits misappropriation. Executive further acknowledges that, at the outset of his employment with the Bank and throughout his employment with the Bank, Executive will be provided with access to and informed of Proprietary Information, which will enable him to benefit from the Bank's goodwill and know-how. Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, investor, agent or consultant of any person, association, entity, or company which competes with the Bank or the Company, or which intends to or may compete with the Bank or the Company, to disclose and/or use Proprietary Information, as well as to misappropriate the greatest extent possibleBank's goodwill and know-how, during to or for the normal work weekbenefit of such other person, Monday through Fridayassociation, entity, or company. All followExecutive also acknowledges that, in exchange for the execution of the non-up visits solicitation restriction set forth in these NONINTERFERENCE provisions, he has received substantial, valuable consideration, including: (i) confidential trade secret and physical therapy will be scheduled during off hours. Howeverproprietary information relating to the identity and special needs of the Bank's current and prospective customers, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical the Bank's current and prospective services, the Authority will allow such visits Bank's business projections and market studies, the Bank's business plans and strategies, the Bank's studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules continuation of this Agreement and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond one year following the period established termination of this Agreement by either party, for whatever reason, the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, Executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank's business or the business of the Bank or the business of any of their respective affiliates (if any), as such business has been conducted during the years of the Executive's employment with the Bank, within Dallas, Collin, Rockwall, Hunt, Kaufman, and ▇▇▇▇▇▇ counties. It is the parties' desire that these restrictions be enforced to the fullest extent allowed by law. Executive agrees that the restriction set forth above is ancillary to an otherwise enforceable agreement, is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. This Section creates a narrowly tailored advance approval requirement in order to avoid unfair competition and irreparable harm to the Bank and is not intended or to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit (i) beneficial ownership of less than 10% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section does not meet the criteria set forth by applicable law, this Section may be reformed by the treating physiciancourt and enforced to the maximum extent permitted under applicable law. Executive understands that his obligations under this Section shall not be assignable by him. Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Company's willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Company or the Bank, whether predicated on this Agreement or otherwise, will not constitute a physician chosen defense to the enforcement by the AuthorityCompany or the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by its insurance carrierany breach of any other provision hereof by any party hereto. In addition, then, Executive's obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.Executive's employment with

Compensation. A. In Employee shall receive the event following as compensation: A salary at an annual rate of $150,000, subject to periodic review by the Board or the Compensation Committee of the Board, payable in accordance with the Company’s customary payroll practices. At the discretion of the Board or the Compensation Committee of the Board, a workperformance-incurred injurybased bonus. Employer shall include Employee, if otherwise eligible, in any profit sharing plan, executive stock option plan, pension plan, retirement plan, medical and/or hospitalization plan, and/or any and all other benefit plans, except for disability and life insurance, which may be placed in effect by Employer for the benefit of Employer’s executives during the Term. Except for the fact that Employer at all times shall provide Employee with all or at least a portion of Employee’s medical and/or hospitalization insurance, which shall not be less than that afforded to Employer’s other executives, nothing in this Agreement shall limit (i) Employer’s ability to exercise the discretion provided to it under any such benefit plan, or (ii) Employer’s discretion to adopt, not adopt, amend or terminate any such benefit plan at any time. The Company shall provide Employee with four weeks vacation leave per each year of Employee’s employment (which vacation leave may carry over and accrue up to an employee must apply aggregate of six weeks at any time), sick leave, medical insurance coverage, and any other benefits consistent with Company plans and policies in effect for Workers’ Compensation benefitsexecutive Employees from time to time. An employee shall be paid his/her full regular salary The Company may modify in its sole and absolute discretion such benefits from time to the extent of his/her accumulated sick leave onlytime as it considers necessary or appropriate, provided that he/she turns over any such modification shall not affect or modify Employee’s then existing rights with respect to any previously accrued vacation. Any payments which the Company shall make to Employee pursuant to this Agreement shall be reduced by standard withholding and other applicable payroll deductions, including but not limited to federal, state or local income or other taxes, Social Security and Medicare Taxes, State Unemployment Insurance, State Disability Insurance, and the like. During the term of his employment, Employee shall be reimbursed for reasonable expenses that are authorized by the Company and that are incurred by Employee for the benefit of the Company in accordance with the standard reimbursement practices of the Company. Any direct payment or reimbursement of expenses shall be made only upon presentation of an itemized accounting conforming in form and content to standards prescribed by the Internal Revenue Service relative to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision substantiation of the last reviewing Court, shall be binding upon the partiesdeductibility of business expenses.

Compensation. A. In a. During the event Term the Executive shall receive base compensation at the rate of $192,500 per year, payable monthly. Such base salary as may be increased from time to time and is hereinafter referred to as "Base Salary". The Executive is guaranteed (i) payment of his Base Salary, (ii) all benefits to which he is entitled pursuant to this Agreement, including, without limitation, those set forth in Section 6 hereof during the Term, and (iii) retention of his title and use of his office space, in each case regardless of whether Executive is terminated for Cause or not for Cause or resigns his position or is otherwise unable to perform his duties on account of his death or disability; provided, however, that Executive shall not be entitled to retain his title and use of his office space if he resigns his position. The foregoing sentence sets forth all of Executive’s rights to receive compensation upon his termination or departure from his employment, irrespective of anything set forth in this Agreement including, without limitation, in Sections 7 or 8 hereof. Upon the cessation of the Executive’s employment with the Company (regardless of whether such cessation is due to Executive’s resignation, termination for Cause, termination without Cause or due to Executive’s death or disability): (i) the Company shall have the obligations set forth in Section 8.a. iv. and Section 8.c., (ii) all of the Executive's stock options which would have vested and become exercisable had the Executive's employment continued to the later of (x) October 15, 2006 or (y) the date upon which Executive employment ceases, shall vest and become exercisable, and the Executive may exercise all stock options held by him which have thereby vested and become exercisable during the period ending on the last day on which the Executive may exercise such options under the terms of the applicable option plan or 90 days from the date Executive’s employment ceases, whichever is later. b. The Company will reimburse the Executive for expenses related to its business actually incurred or paid by the Executive in the performance of his duties under this Agreement, including without limitation home cable modem and satellite modem bills and cell phone bills, upon presentation of accountings, expense statements, vouchers or such other supporting information as may be required by the Company's policies. c. Executive will receive a work-incurred injurypercentage set forth on a schedule to be mutually agreed (the “Percentage”) of all monies actually received by the Company from or in connection with or arising out of any licenses, an employee deals or transactions entered into with or through any of the entities set forth on a schedule to be mutually agreed to; provided, however, that such amount shall not in the case of any single entity exceed the amount set forth next to the entity’s name on such schedule, if any. The license, deal or transaction must apply be entered into or be effective prior to the end of the Term in order for Workers’ Compensation benefitsit to be eligible for the Percentage fee. An employee The Percentage fee shall be paid his/her full regular salary payable to Executive regardless of whether some or all eligible monies are received after the end of the Term or after the cessation of Executive’s employment with the Company; provided, however, that Executive’s right to receive the Percentage fee shall not extend to royalty fees, revenue shares, or other similar fees, to the extent such fees are received after the cessation of his/her accumulated sick leave only, provided that he/she turns over to Executive’s employment with the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leaveCompany. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In (a) During the event term of this Agreement, the Company shall pay the Executive, and the Executive agrees to accept a work-incurred injury, an employee must apply for Workers’ Compensation benefitsbase salary at the rate of not less than $900,000.00 per year (the annual base salary as increased from time to time during the term of this Agreement being hereinafter referred to as the “Base Salary”). An employee The Base Salary shall be paid his/her full regular salary in installments no less frequently than monthly. Any increase in Base Salary or other compensation shall not limit or reduce any other obligation of the Company hereunder, and once established at an increased specified rate, the Executive’s Base Salary hereunder shall not thereafter be reduced. (b) The Executive shall be eligible to receive a bonus in an amount between $750,000.00 and $900,000.00, subject to the extent terms of his/her accumulated sick leave onlythis section 5(b) (the “Bonus”). The actual amount of the Bonus shall be determined by the Chief Executive Officer of the Company (the “CEO”) based upon the CEO’s evaluation of the Executive’s overall performance. The Bonus shall be payable no later than the last day of March, provided that he/she turns over 2007. Notwithstanding anything to the Authority any and all Workers’ Compensation benefits. Only contrary in this section 5(b) above, the difference between such Workers’ Compensation benefits Executive shall not be entitled to receive the Bonus if the Executive is no longer an employee of the Company on the bonus payment date; except the Executive shall be entitled to payment of the Bonus if the Executive is no longer an employee of the Company on the bonus payment date and the employeetermination of the Executive’s full regular salary employment was by the Company without Cause, or by the Executive for Good Reason. For purposes of this Agreement, a termination of the Executive’s employment by the Company for any of the following reasons shall be charged against accumulated sick leavedeemed a termination for Cause: (i) default or other breach by the Executive of the Executive’s obligations hereunder; or (ii) failure by the Executive to diligently or competently perform the duties assigned to the Executive hereunder; or (iii) misconduct, dishonesty, insubordination, or other act by the Executive detrimental to the Company or its good will or damaging to its relationships with any person or entity; or (iv) conviction of or plea of guilty or no contest to a felony or any crime involving moral turpitude, dishonesty, or theft. The Executive may resign for Good Reason (i) if the Company reduces the Executive’s rate of compensation; (ii) if the Company materially breaches the terms of this Agreement; (iii) if the Company makes a material adverse change to the Executive’s responsibilities hereunder; or (iv) if any person or entity, other than the Board of Directors of the Company as constituted as of the date of this Agreement either individually, collectively or through an entity created for the following purpose, obtains control of twenty five percent (25%) or more of the voting securities of the Company, and the Executive’s responsibilities are diminished as a result thereof and the Executive consequently resigns. B. The Authority will schedule Workers’ Compensation appointments, to (c) During the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability term of medical servicesthis Agreement, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant Executive shall be entitled to current Authority rules fringe benefits, in each case at least equal to and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis terms and conditions as in Paragraph A abovethose attached to the Executive’s office on the date hereof, as the same may be amended or he/she may elect modified by the Company from time to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitledtime. F. (d) The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is Executive shall be entitled to a period reimbursement, upon proper accounting, of disability beyond the period established all reasonable expenses and disbursements incurred by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment Executive in the Division course of Workers’ Compensation establishing such further period of disability and, such findings by performing the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesExecutive’s duties hereunder.

Compensation. A. In (a) The Company shall pay to Employee a salary at the event rate of a work-incurred injury$340,000 per year during the Employment Period. Not later than November 11, an employee must apply 2014 and likewise, if the Company exercises the Extension Option, then not later than November 11, 2015, the Company shall review Employee's compensation and the Company shall, in its sole and absolute discretion (considering such factors as the Company deems appropriate in its sole, subjective judgment) determine whether or not to increase (but not decrease) the salary to be paid to Employee for Workers’ Compensation benefitsthe balance of the Employment Period. An employee The Company shall have no obligation, express or implied, to increase Employee's salary following such review, and the Company's determination in such regard shall be paid his/her full regular salary final and binding. The failure of the Company to increase Employee's compensation following such review shall not be deemed a breach of, or give rise to any right by Employee to terminate, this Agreement. (b) During the Employment Period, Employee shall be eligible to participate in all then-operative employee benefit plans of Sony Pictures Entertainment Inc. ("SPE") or its affiliates (such as medical, dental and life insurance plans, to the extent applicable) ("Employee Benefit Plans"), subject to and consistent with the respective terms and conditions, including eligibility requirements, of his/her accumulated sick leave onlysuch Employee Benefit Plans. Nothing contained in this Agreement shall obligate the Company to adopt or implement any Employee Benefit Plan, provided that he/she turns over or prevent or limit the Company from making any blanket amendments, changes, or modifications of the eligibility requirements or any other provisions of, or terminating, any Employee Benefit Plan at any time, whether during or after the Employment Period. (c) Employee may be eligible to receive, in the Authority any sole and all Workers’ Compensation benefitsabsolute discretion of the Company (considering such factors as the Company deems appropriate in its sole, subjective judgment), a discretionary annual bonus. Only The Company's determination whether or not to pay to Employee a discretionary annual bonus, the difference between such Workers’ Compensation benefits criteria therefore and the employee’s full regular salary amount and timing of such bonus, if any, shall be charged against accumulated sick leavefinal and binding. B. The Authority will schedule Workers’ Compensation appointments(d) To facilitate Employee's performance of Employee's duties, to the greatest extent possibleCompany shall provide Employee, during the normal work weekEmployment Period, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits a car allowance in accordance with the Company's automobile policy as from time to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hourstime in effect. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. (a) As compensation for the agreements made by the Executive herein and the performance by the Executive of his obligations hereunder, during the Employment Period, the Employer shall pay the Executive, pursuant to the Employer’s normal and customary payroll procedures, a base salary at the rate of $392,000 per annum, (the “Base Salary”), subject to annual review and increases as determined by the Board in its discretion. (b) In addition to the event Base Salary, during the Employment Period, the Executive shall be eligible to participate in the executive bonus program (the “Program”), to be established and approved by the Board from time to time and, pursuant to the Program, the Executive may earn an annual bonus (the “Annual Bonus”) in each fiscal year during the Employment Period, with a target Annual Bonus of 60% of Base Salary up to a work-incurred injurymaximum of 120% of Base Salary, an employee must apply based on the achievement of annual performance objectives as set forth in the Program, subject to the Executive’s employment with the Company through the applicable payment date for Workers’ Compensation benefits. An employee any such Annual Bonus (except as otherwise provided herein), Annual Bonuses shall be paid his/her full regular salary as soon as practicable following the end of the fiscal year to which such Annual Bonus relates, and in any event no later than March 31 of the extent of his/her accumulated sick leave onlyyear following such fiscal year. (c) During the Employment Period, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary Executive shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, eligible to participate in the greatest extent possible, during equity or equity-based incentive plans of the normal work week, Monday through Friday. All follow-up visits and physical therapy will Parent as may be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physicianBoard from time to time, or a physician chosen subject to the terms and conditions thereof. (d) During the Employment Period, the Executive and his eligible dependents shall be entitled to participate in all welfare benefit and savings and retirement plans, practices, policies and programs of the Employer (including the Employer’s health insurance and disability plans) provided by the AuthorityEmployer which are made available generally to other executive officers of the Company (for the avoidance of doubt, such plans, practices, policies or by its insurance carrierprograms shall not include any plan, thenpractice, and policy or program which provides benefits in that event, the burden nature of severance or continuation pay). (e) The Employer shall be reimburse the Executive for all reasonable business expenses upon the employee presentation of statements of such expenses in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified with respect to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision all senior executive officers of the last reviewing Court, shall be binding upon the partiesCompany.

Compensation. A. In The Company agrees to compensate you as follows: (a) The Company agrees to pay you on a salary basis for services performed based on an annual rate of two hundred fifty-eight thousand five hundred ($258,500.00) payable in arrears in equal monthly installments on the event 1st day of a work-incurred injuryeach calendar month of 2023. For each year, an employee must apply for Workers’ Compensation benefits. An employee shall thereafter, you will be paid his/her full regular on a salary basis for services performed based on an annual rate determined by the Company in its sole discretion; provided, however, that any obligation to make payments under this Section 1(a) will cease upon termination of your employment for any reason. Notwithstanding the foregoing, nothing in this Section 1(a) alters or is intended to alter the at-will nature of your employment as described in Section 3 of this Agreement. (b) You will be eligible to participate in any Company-wide employee benefits as approved by the Board of Directors. The terms of your eligibility and participation will be governed by the provisions of the employee benefit plans, as such plans may be amended from time to time in the discretion of the Company's Board of Directors. (c) You may be eligible for any Company bonus program, based upon performance in meeting your individual objectives and the Company’s overall performance, both as determined and approved by the Board of Directors of the Company. Any such bonus will be discretionary and will be subject to the extent terms of his/her accumulated sick leave onlythe applicable bonus program, provided that he/she turns over the terms of which program may be modified from year to year in the sole discretion of the Company’s Board of Directors. (d) You will receive a grant of Cumberland Pharmaceuticals common stock, pursuant to a stock options agreement (SOA). Such shares will be subject to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits SOA and the employeeterms set forth in the incentive compensation plan under which they are awarded. You may, at the Company’s full regular salary shall sole discretion, receive additional awards of Company equity, which will be charged against accumulated sick leavesubject to their designated agreements and the incentive compensation plans under which they are awarded. B. The Authority will schedule Workers’ Compensation appointments(e) Except as set forth in Section 2, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services canCompany shall not be scheduled during off hours due liable to unavailability of medical services, you for any expense incurred by you unless you receive the Authority will allow Company's prior written consent to reimburse you for such visits during working hoursexpense. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In As compensation for the event of a work-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical transition services, the Authority Executive shall be entitled to the following: (a) Cash compensation in the form of salary of an aggregate of $40,000 for the period ended December 31, 2013 (“Transition Payment”). payable at the rate of $1,250.00 per week, for 32 weeks, beginning on the Termination Date. All such payments will allow such visits during working hoursbe less applicable withholding and other applicable taxes through the Company’s standard payroll processor with all other employee payroll. If the Company defaults on any payment under the terms, all remaining obligations will become immediately due and payable. Additionally, the Company will ensure that the Executive receives a copy of each pay stub for her records. C. All visits are scheduled (b) The insurance and other benefits currently provided to the Executive by the Authority pursuant Company shall continue at the same rate and cost to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the AuthorityExecutive through December 31, 2013. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave(c) Attached as Schedule A are all options heretofore granted to the Executive under the Company’s 2010 Equity Compensation Plan (the “Executive Options”). All unvested Executive Options heretofore granted to the Executive shall immediately vest, he/she may then use any unused vacation time on and all such options, together with previously vested Executive Options, shall remain exercisable through their original expiration date as if the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves Executive were still employed by the right to assign “light duty work” to an employee, at its option. G. Company. In the event the Company should file a registration statement on Form S-8 with the Securities and Exchange Commission, the Company shall include the shares underlying the Executive Options in such registration statement. (d) The Company agrees that if the Executive is made a party, is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that the Executive is or was a director, officer, or employee contends of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee, or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s Certificate of Incorporation, as amended, Bylaws, or resolutions of the Board of the Company, or, if greater, by the laws of the State of Delaware, against all cost, expense, liability, and loss (including, without limitation, attorney’s fees, judgments, fines or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if she has ceased to be a director, member, employee, or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs, executors, and administrators. The Company shall also advance to the Executive all reasonable costs and expenses incurred by the Executive in connection with a Proceeding within 40 days after receipt by the Company of a written request for such advance. Such request shall include a written undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he/she the Executive is not entitled to a period be indemnified against such costs and expenses; provided that the amount of disability beyond such obligation to repay shall be limited to the period established after-tax amount of any such advance except to the extent the Executive is able to offset such taxes incurred on the advance by the treating physiciantax benefit, or if any, attributable to a physician chosen by deduction for repayment. (e) The Executive acknowledges that the Authority, or by its insurance carrier, then, foregoing compensation are in full and in that event, the burden shall be upon the employee to establish such additional period complete satisfaction of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision all of the last reviewing CourtCompany's obligations to the Executive, shall be binding upon including, without limitation, all salary, commissions, stock options and stock not heretofore issued or granted, car allowances, vacation pay or other compensation of any kind. The Executive agrees that these payments constitute consideration for the partiescovenants and releases of the Executive as set forth herein.

Compensation. A. In (a) The Company shall pay to Employee a salary at the event rate of $1,900,000 per year during the Employment Period. Not later than July 1, 2015, not later than July 1, 2016 and likewise, not later than July 1, 2017, the Company shall review Employee's compensation and the Company shall, in its sole and absolute discretion (considering such factors as the Company deems appropriate in its sole, subjective judgment) determine whether or not to increase but not decrease, the salary to be paid to Employee for the balance of the Employment Period. The Company shall have no obligation, express or implied, to increase Employee's salary following such review, and the Company's determination in such regard shall be final and binding. The failure of the Company to increase Employee's compensation following such review shall not be deemed a workbreach of, or give rise to any right by Employee to terminate, this Agreement. (b) During the Employment Period, Employee shall be eligible to participate in all then-incurred injuryoperative employee benefit plans of Sony Pictures Entertainment Inc. ("SPE") or its affiliates (such as medical, an employee must apply for Workers’ Compensation dental and life insurance plans, to the extent applicable) ("Employee Benefit Plans"), subject to and consistent with the respective terms and conditions, including eligibility requirements applicable to those executive of comparable rank, of such Employee Benefit Plans. Nothing contained in this Agreement shall obligate the Company to adopt or implement any Employee Benefit Plan, or prevent or limit the Company from making any blanket amendments, changes, or modifications of the eligibility requirements or any other provisions of, or terminating, any Employee Benefit Plan at any time, whether during or after the Employment Period provided that no such amendment, termination, change or modification shall occur if the purpose is to deprive Employee, and only Employee, of any benefits. (c) Employee may be eligible to receive, in the sole and absolute discretion of the Company (considering such factors as the Company deems appropriate in its sole, subjective judgment), a discretionary annual bonus (a “Discretionary Bonus”). An employee All Discretionary Bonuses are determined and awarded by the Company in accordance with its discretionary bonus program as from time to time in effect (currently known as “ASPIRE”). Employee’s discretionary bonus target under such program is currently 110%. This is a target only and the Company's determination whether or not to pay to Employee a Discretionary Bonus, the criteria therefore and the amount and timing of such bonus, if any, shall be final and binding. (d) The Company shall pay to Employee a signing bonus in the gross amount of $1,200,000, less applicable withholding and deductions (the “Signing Bonus”) which shall be paid his/her full regular salary in three equal installments on the schedule and subject to the extent conditions set forth hereinafter: The Company shall pay to Employee on or about January 1, 2015the C ommencement Date a bonus in the gross amount of his/her accumulated sick leave only$400,000, less applicable withholding and deductions (the "First Payment"); provided that he/she turns over Employee has begun to render services as a full-time employee to the Authority Company on the date of the First Payment. The Company shall pay to Employee on January 1, 2016 or about the first anniversary of the Commencement Date a bonus in the gross amount of $400,000, less applicable withholding and deductions (the "Second Payment"); provided that Employee continues to render services to the Company on the date of the Second Payment. The Company shall pay to Employee on January 1, 2017or about the second anniversary of the Commencement Date a bonus in the gross amount of $400,000, less applicable withholding and deductions (the "Third Payment"); provided that Employee continues to render services to the Company on the date of the Third Payment. (e) Employee shall be eligible to participate in the Company's Long Term Incentive Plan, as such plan is in effect from time to time (the "LTIP"), with the calculation and cash payment of any and all Workers’ Compensation benefitsamounts payable under the LTIP (including, but not limited to, any determinations with respect to pro-rated payments) to be made in accordance with, and subject to the terms and conditions of, the LTIP as amended from time to time. Only Employee's target award under the difference between such Workers’ Compensation benefits and the employee’s full regular salary LTIP shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments$500,000. If the Company elects to terminate the LTIP, Employee shall be entitled to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled participate in any Company plan adopted by the Authority pursuant Company as a substitute for the LTIP which covers executives of the Company of comparable rank to current Authority rules and regulations. No employee is Employee, such participation to reschedule any visit for Workers’ Compensation services before notifying and gaining permission be at a level comparable to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment Employee’s participation in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesLTIP.

Compensation. A. In Upon the event execution of a work-incurred injurythis Agreement, the Company shall issue to the Placement Agent or its designee shares of the Company's Common Stock in an employee must apply for Workers’ Compensation benefitsamount equal to Ten Thousand U.S. Dollars (US$10,000) divided by the volume weighted average price of the Company's Common Stock, as quoted by Bloomberg, LP, on the date hereof (the "Placement Agent's Shares"). An employee The Placement Agent shall be paid his/her full regular salary entitled to "piggy-back" registration rights, which shall be triggered upon registration of any shares of Common Stock by the Investor with respect to the Placement Agent's Shares pursuant to the Registration Rights Agreement dated the date hereof. Representations, Warranties and Covenants of the Placement Agent. The Placement Agent represents, warrants and covenants as follows: The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of his/her accumulated sick leave onlycreditors generally, provided that he/she turns over (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits Company or its counsel and the employee’s full regular salary shall Investor or its counsel. The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be charged against accumulated sick leave. B. offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Authority Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. Representations and Warranties of the Company. The Company represents and warrants as follows: The execution, delivery and performance of each of this Agreement, the Standby Equity Distribution Agreement, the Escrow Agreement, and the Registration Rights Agreement has been or will schedule Workers’ Compensation appointmentsbe duly and validly authorized by the Company and is, or with respect to this Agreement, the Standby Equity Distribution Agreement, the Escrow Agreement, and the Registration Rights Agreement, will be a valid and binding agreement of the Company, enforceable in accordance with its respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. The Securities to be issued pursuant to the transactions contemplated by this Agreement and the Standby Equity Distribution Agreement have been duly authorized and, when issued and paid for in accordance with this Agreement, the Standby Equity Distribution Agreement and the certificates/instruments representing such Securities, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent that (1) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, and (2) the enforceability thereof is subject to general principles of equity. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken by the Company. The Company has a duly authorized, issued and outstanding capitalization as set forth herein and in the Standby Equity Distribution Agreement. The Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the agreements described herein and as described in the Standby Equity Distribution Agreement, dated the date hereof and the agreements described therein. All issued and outstanding securities of the Company, have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or preemptive rights with respect thereto and are not subject to personal liability solely by reason of being security holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company. The Common Stock to be issued in accordance with this Agreement and the Standby Equity Distribution Agreement has been duly authorized and, when issued and paid for in accordance with this Agreement and the Standby Equity Distribution Agreement of even date herewith, the certificates/instruments representing such Common Stock will be validly issued, fully-paid and non-assessable; the holders thereof will not be subject to personal liability solely by reason of being such holders; such Securities are not and will not be subject to the preemptive rights of any holder of any security of the Company. The Company has good and marketable title to, or valid and enforceable leasehold estates in, all items of real and personal property necessary to conduct its business (including, without limitation, any real or personal property stated in the Offering Materials to be owned or leased by the Company), free and clear of all liens, encumbrances, claims, security interests and defects of any material nature whatsoever, other than those set forth in the Offering Materials and liens for taxes not yet due and payable. There is no litigation or governmental proceeding pending or, to the greatest extent possiblebest of the Company's knowledge, during threatened against, or involving the normal work weekproperties or business of the Company, Monday through Fridayexcept as set forth in the Offering Materials. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. Except as set forth in the Offering Materials, the Company does not own or control, directly or indirectly, an interest in any other corporation, partnership, trust, joint venture or other business entity. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction in which the character of its operations requires such qualification or licensing and where failure to so qualify would have a material adverse effect on the Company. The Company has all requisite corporate power and authority, and all material and necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (domestic and foreign) to conduct its businesses (and proposed business) as described in the Offering Materials. Any disclosures in the Offering Materials concerning the effects of foreign, federal, state and local regulation on the Company's businesses as currently conducted and as contemplated are correct in all material respects and do not omit to state a material fact. The Company has all corporate power and authority to enter into this Agreement, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement, to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required by the Company for the issuance of the Securities or execution and delivery of the Offering Materials except for applicable federal and state securities laws. The Company, since its inception, has not incurred any liability arising under or as a result of the application of any of the provisions of the 1933 Act, the 1934 Act or the Rules and Regulations. There has been no material adverse change in the condition or prospects of the Company, financial or otherwise, from the latest dates as of which such condition or prospects, respectively, are set forth in the Offering Materials, and the outstanding debt, the property and the business of the Company conform in all material respects to the descriptions thereof contained in the Offering Materials. Except as set forth in the Offering Materials, the Company is not in breach of, or in default under, any term or provision of any material indenture, mortgage, deed of trust, lease, note, loan or Standby Equity Distribution Agreement or any other material agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected. The Company is not in violation of any provision of its charter or by-laws or in violation of any franchise, license, permit, judgment, decree or order, or in violation of any material statute, rule or regulation. Neither the execution and delivery of the Offering Materials nor the issuance and sale or delivery of the Securities, nor the consummation of any of the transactions contemplated in the Offering Materials nor the compliance by the Company with the terms and provisions hereof or thereof, has conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company may be bound or to which any of the property or assets of the Company is subject except (a) where such default, lien, charge or encumbrance would not have a material adverse effect on the Company and (b) as described in the Offering Materials; nor will such action result in any violation of the provisions of the charter or the by-laws of the Company or, assuming the due performance by the Placement Agent of its obligations hereunder, any material statute or any material order, rule or regulation applicable to the Company of any court or of any foreign, federal, state or other regulatory authority or other government body having jurisdiction over the Company. Subsequent to the dates as of which information is given in the Offering Materials, and except as may otherwise be indicated or contemplated herein or therein and the securities offered pursuant to the Securities Purchase Agreement dated the date hereof, the Company has not (a) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, or (b) entered into any transaction other than in the ordinary course of business, or (c) declared or paid any dividend or made any other distribution on or in respect of its capital stock. Except as described in the Offering Materials, the Company has no outstanding obligations to any officer or director of the Company. There are no claims for services in the nature of a finder's or origination fee with respect to the sale of the Common Stock or any other arrangements, agreements or understandings that may affect the Placement Agent's compensation, as determined by the National Association of Securities Dealers, Inc. The Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties, the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses necessary to conduct its business (including, without limitation, any such licenses or rights described in the Offering Materials as being owned or possessed by the Company) and, except as set forth in the Offering Materials, there is no claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of the Company with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses used in the conduct of the Company's businesses (including, without limitation, any such licenses or rights described in the Offering Materials as being owned or possessed by the Company) except any claim or action that would not have a material adverse effect on the Company; the Company's current products, services or processes do not infringe or will not infringe on the patents currently held by any third party. Except as described in the Offering Materials, the Company is not under any obligation to pay royalties or fees of any kind whatsoever to any third party with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications, licenses or technology it has developed, uses, employs or intends to use or employ, other than to their respective licensors. Subject to the performance by the Placement Agent of its obligations hereunder the offer and sale of the Securities complies, and will continue to comply, in all material respects with the requirements of Rule 506 of Regulation D promulgated by the SEC pursuant to the 1933 Act and any other applicable federal and state laws, rules, regulations and executive orders. Neither the Offering Materials nor any amendment or supplement thereto nor any documents prepared by the Company in connection with the Offering will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All follow-up visits statements of material facts in the Offering Materials are true and physical therapy will be scheduled during off hourscorrect as of the date of the Offering Materials. HoweverAll material taxes which are due and payable from the Company have been paid in full or adequate provision has been made for such taxes on the books of the Company, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled except for those taxes disputed in good faith by the Authority pursuant Company. None of the Company nor any of its officers, directors, employees or agents, nor any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to current Authority rules and regulations. No give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A aboveor agent of a customer or supplier, or he/she official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who is or may elect be in a position to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves help or hinder the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision business of the last reviewing Court, shall be binding upon Company (or assist it in connection with any actual or proposed transaction) which (A) might subject the parties.

Compensation. A. In consideration for rendering Services to the event Company, the Company shall compensate Consultant at the rate of $20,000 per month, commencing with the month of June. The Company shall make payment to Consultant of the amount due for a workmonth in advance within the first five (5) days of the month (provided that, for the month of June, the Company shall make payment promptly following the date hereof). Consultant is authorized to incur reasonable expenses necessary to carry out his duties under this Agreement, including expenses necessary for travel, long-incurred injurydistance telephone, an employee must apply express delivery services, and similar items related to such duties (“Expenses”). The Company shall provide Consultant a monthly payment of $5,000, commencing with the month of June, which is generally expected to cover all of these Expenses. The Company shall make payment to Consultant of this monthly payment in advance within the first five (5) days of the month (provided that, for Workers’ Compensation benefitsthe month of June, the Company shall make payment promptly following the date hereof). An employee The parties acknowledge that from time to time, Consultant may incur extraordinary expenses. In such cases, Consultant shall be paid his/her full regular salary endeavor to inform the Company in advance of the general level of such extraordinary expenses, to the extent it is reasonably feasible to do so. The Company shall reimburse Consultant for all such reasonable, extraordinary expenses promptly following presentation by Consultant from time to time of his/her accumulated sick leave only, an itemized account of such expenditures. Any reimbursements or in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 2.2 and 3) that he/she turns over are taxable to Consultant shall be subject to the Authority any and all Workers’ Compensation benefits. Only following restrictions: (a) each reimbursement must be paid no later than the difference between such Workers’ Compensation last day of the calendar year following the Consultant’s tax year during which the expense was incurred; (b) the amount of expenses eligible for reimbursement, or in kind benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possibleprovided, during a tax year of the normal work weekConsultant may not affect the expenses eligible for reimbursement, Monday through Friday. All followor in-up visits kind benefits to be provided, in any other tax year of the Consultant; (c) the period during which any expense may be incurred and physical therapy will be scheduled during off hours. However, if visits subject to authorized services cannot reimbursement or any in-kind benefit may be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority available is one year after Services pursuant to current Authority rules this Agreement end as provided in Section 1.2 (or in the case of amounts payable under Section 3, ten years after the expiration of all applicable statutes of limitation related to a matter subject to indemnification); and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves (d) the right to assign “light duty work” reimbursement or in-kind benefits is not subject to an employeeliquidation or exchange for another benefit. If Consultant contributes meaningfully to projects that have a significant impact on the Company’s operations, at its option. G. In strategy or prospects, he may become eligible for a cash performance payment, in the event discretion of the employee contends Chief Executive Officer. It is intended by the Company and Consultant that he/she all compensation payable or provided to the Consultant under this Agreement or otherwise, which is entitled subject to Code Section 409A, shall fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject Consultant to the additional tax, interest or penalties which may be imposed under Code Section 409A. It is also intended that any cash amount payable under Section 2.4 above shall be fully paid, in all cases, within a period of disability beyond time following the period established by consummation of the treating physicianEligible Project that will cause the cash amount to be entirely exempt from Code Section 409A as a short-term deferral (based upon the substantial risk of forfeiture, within the meaning of Treasury Regulation § 1.409A-1(d), lapsing upon such consummation). Accordingly, this Agreement shall be interpreted and applied at all times to achieve these results, notwithstanding anything herein to the contrary. The parties acknowledge that Code Section 409A is ambiguous in certain respects. The Company agrees that it will attempt in good faith to take any action, or a physician chosen to refrain from taking any action, as necessary to avoid the imposition of tax, interest and/or penalties upon the Consultant under Code Section 409A. To the extent the Company, in good faith, has acted or refrained from acting as required by this Section, it will not be responsible for any consequences of failure to comply with Code Section 409A. In addition, it is further intended that this Agreement shall result in the AuthorityConsultant having an independent contractor relationship with the Company; subject only to the preceding provisions of this Section 2.5 that relate to Code Section 409A, or by its insurance carrier, then, and in that event, the burden this Agreement shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesinterpreted and applied at all times consistently with this intent.

Compensation. A. In As sole compensation and payment in full for the services rendered by Representative under this Agreement, El Capitan shall provide compensation as provided in this Section 2, subject to the terms and conditions of this Agreement: a) As promptly following the Effective Date as can be arranged with El Capitan's transfer agent, El Capitan shall deliver to Representative a certificate representing 1,536,859 restricted shares of El Capitan's Common Stock (the "Shares"). b) On the Effective Date, El Capitan shall provide a nonrefundable commission advance to Representative in the amount of $100,000. Such amount shall be applied against El Capitan's obligation to pay commissions as provided in Section 2(c) - (h) below. c) El Capitan shall pay Representative a commission of two dollars (USD2.00) per metric ton of iron ore for which El Capitan has received payment from a buyer in Asia as a result of Representative's efforts. If the customer has made partial payment, El Capitan shall pay a prorated commission to Representative, with the balance of the commission due when full payment is received by El Capitan. No commission on a sale is earned by or due to Representative until El Capitan has received payment from the customer. The commission obligation described in this subparagraph 2(c) shall survive the expiration of this Agreement. d) Commissions are due and payable within 10 business days following completion of the calendar month in which El Capitan's customer has paid El Capitan, and shall be accompanied by a statement reasonably detailing the commission calculation. e) There shall be deducted from any sums due Representative an amount equal to commissions previously paid or credited on allowances or refunds paid or credited to the customer for any reason by El Capitan, including without limitation the customer's bankruptcy, insolvency or any other reason. The foregoing amounts shall be refunded by Representative if no further commissions are due. f) All orders obtained by Representative are subject to approval by El Capitan, and El Capitan reserves the right, in its sole discretion, with or without notice or cause, to accept, reject, or cancel any order or portion thereof submitted by Representative, or having accepted any such order, El Capitan may decline to fill the same without any liability for any commissions thereon. All sales quotations made by Representative to customers or prospective customers must be made expressly subject to El Capitan's approval, and El Capitan shall be under no obligation to sell any iron ore until it delivers written acceptance of an order to the customer. Representative agrees that any failure to supply any iron ore, making only partial shipment, delayed shipment, or no shipment at all, for any reason whatsoever, against any order solicited by Representative, shall not render El Capitan liable or responsible in any way to Representative. g) Representative shall not solicit orders from persons, corporations or other entities outside Asia. Representative understands that no commissions or other compensation will be paid on sales outside Asia. h) Notwithstanding the provisions of this Article 2, El Capitan shall not be required to pay to Representative any commission whatsoever in the event payment of a work-incurred injurysuch fee is illegal, an employee must apply for Workers’ Compensation benefits. An employee or shall be paid his/her full regular salary to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hoursbecome illegal. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that this event, the burden shall be upon parties will attempt, in good faith, to amend this Agreement so as to conform to the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesthen current law.

Compensation. A. In Throughout the Term the Company shall pay or provide, as the case may be, to Executive the compensation and other benefits and rights set forth in this Section 5. (a) The Company shall pay to Executive a minimum "Base Salary," payable in accordance with the Company's usual pay practices (and in any event no less frequently than monthly), of $350,000 per annum, which Base Salary shall be subject to increase upon review annually by and at the sole discretion of the Compensation Committee of the Board and as approved by the Board. (i) Executive may be entitled to receive bonus compensation (each, a work-incurred injury"Quarterly Bonus") for each fiscal quarter, an employee must apply or part thereof, that he is employed by the Company, of $25,000 for Workers’ Compensation benefitseach fiscal quarter during the Term, based upon the performance of Executive and the Company. An employee The amount of each such Quarterly Bonus, if any, shall be determined quarterly by the Chairman in his sole discretion, and each such Quarterly Bonus, if any, shall be paid his/her full regular salary promptly following such determination. (ii) Executive shall participate in the Company's Management Incentive Compensation Plan and shall be paid an annual bonus as determined by the Compensation Committee of the Board and as approved by the Board. The Management Incentive Compensation Plan shall incorporate the milestones described in the Company's initial preferred stock financing into the goals Executive will be expected to achieve. (c) Executive shall be entitled to participate in all life insurance, medical insurance, disability insurance, retirement and other benefit plans of the extent Company generally available from time to time to employees of his/her accumulated sick leave onlythe Company and for which Executive qualifies under the terms thereof. Notwithstanding the foregoing, provided that he/she turns over nothing contained herein shall obligate the Company to continue any insurance and/or benefit plan which it now maintains or hereafter establishes, except for the Authority insurance policies referred to in the following sentence. In addition, the Company will pay the annual premiums on Executive's disability insurance policies currently in effect from New York Life and Paul ▇▇▇▇▇▇ ▇▇▇ the $1 million whole life insurance policy from Connecticut Mutual Life Insurance Company naming Executive's trust as the beneficiary. (d) Executive shall be entitled to payment of or reimbursement for reasonable business entertainment expenses and any and all Workers’ Compensation benefitsother business expenses reasonably incurred on behalf of or in the course of performing duties for the Company, all in accordance with the expense reimbursement policies established from time to time by the Company. Only In addition, the difference between Company shall, at Executive's option, lease an automobile for the Company which will be available to Executive from time to time, or lease an automobile for Executive's use and, in the event Executive elects to have the Company lease an automobile for Executive's use, will reimburse Executive for reasonable gas and maintenance expenses. Executive agrees to provide such Workers’ Compensation benefits and the employee’s full regular salary documentation of these expenses as may be reasonably required. (e) Executive shall be charged against accumulated entitled to such periods of vacation and sick leaveleave allowance each year as provided under the Company's vacation and sick leave policy and as otherwise provided for executive officers, but in no event shall Executive be entitled to less than four weeks of vacation. B. The Authority will schedule Workers’ Compensation appointments(f) Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. (g) (i) Concurrently with the execution hereof, the Company shall grant to Executive the right and option, pursuant to the Company's Long Term Incentive Plan, to purchase up to 945,000 shares of the greatest extent possibleCompany's common stock, during par value $0.01 per share at an exercise price of $0.51 per share (taking into account the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled three for one stock split approved by the Authority pursuant Board). Subject to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave provisions of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability andSection 6, such findings by the Division options shall vest 25% upon grant and 25% per year in equal daily installments over a three-year period, commencing as of Workers’ Compensation or by the final decision of the last reviewing CourtJanuary 14, shall be binding upon the parties1998.

Compensation. A. In As base compensation for the event of a work-incurred injuryservices rendered hereunder to the Company, an employee must apply for Workers’ Compensation benefits. An employee Executive shall be paid his/her full regular an annual base salary of $240,000, paid twice monthly, in arrears. In addition, for 2003, Executive shall be eligible for an annual bonus of 50% of base salary. The bonus criteria shall be determined by the Company and approved by the Board of Directors Compensation Committee. The base salary amount will be reviewed annually by the Chief Executive Officer and the Board of Directors. The Chief Executive Officer will review the bonus, as a percentage of base salary, annually in accordance with the Company's Management Bonus Plan. Executive's base salary shall not be reduced below the amount set forth in this Employment Agreement, unless such reduction is generally applicable to the extent senior management group of his/her accumulated sick leave onlythe Company. Executive is also eligible for "family coverage", provided that he/she turns over subject to applicable caps on the Company's contribution to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, premium as from time to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled time established by the Authority pursuant Company, under any group health insurance policy from time to current Authority rules time in force, having such benefits as from time to time provided by the Company in its absolute discretion, together with the maximum life insurance coverage available for senior executives of the Company under such policy (up to such limit as from time to time set by the Company in the Company's absolute discretion). Executive understands and regulationsagrees that it is Executive's responsibility to promptly fill out and submit any insurance application(s) necessary for such coverage and that the Company has no control over the assigned effective date of the coverage or the requirement by the insurer for medical "underwriting". No employee The Company shall have no liability resulting from denial of coverage by the insurer or for the denial of one or more claims thereunder. Executive is solely responsible to reschedule any visit make valid claims for Workers’ Compensation services before notifying benefits thereunder in order to generate benefits due and gaining permission owing. Executive shall have such other benefits as from time to do so from time provided by the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leaveCompany in the Company's absolute discretion, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect including but not limited to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she paid vacation. Executive is entitled to a period four (4) weeks of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, thenpaid vacation in 2003, and in that event, the burden shall four (4) weeks of paid vacation each year thereafter. Accrued but unused vacation may not be carried over to a subsequent calendar year and will not be payable upon the employee to establish such additional period any termination of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesemployment.

Compensation. A. (i) In the event that Iradimed terminates Executive’s employment hereunder Without Cause or Executive resigns from Iradimed with Good Reason, then Iradimed shall pay to Executive (i) the full amount of any earned but unpaid Base Salary through the date of termination; (ii) her accrued and unused vacation leave as of the last day worked, (iii) her approved business expenses; (iv) the full amount of any unpaid cash bonus awarded for any fiscal years prior to the date of termination; (v) an amount equal to twelve (12) months Base Salary; (vi) subject to Executive’s timely election to continue her existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will provide Executive a work-incurred injurytaxable lump sum payment in an amount equal to pay the employer portion of the insurance premiums to continue your existing health benefits under COBRA for twelve (12) months following the termination date, an employee must apply for Workers’ Compensation benefits. An employee as such premiums would be measured on the termination date, less applicable federal and state payroll deductions (the “COBRA Payment”); and (vii) all unvested equity awards pursuant to Sections 6(c) and (d) above shall be paid his/her full regular salary immediately accelerated and deemed vested as of the termination date. Such payment shall be made as a lump sum within fifteen (15) days of the effective date of such termination. Notwithstanding anything to the extent contrary in this Agreement, if Company determines in its sole discretion that it cannot provide the COBRA Benefit without potentially violating applicable law (including, without limitation, Section 2716 of his/her accumulated sick leave onlythe Public Health Service Act) or incurring an excise or penalty tax, provided that he/she turns over the Parties agree to reform this Section. Notwithstanding anything to the Authority contrary in this Agreement, if Executive becomes eligible to participate in any and all Workers’ Compensation other company sponsored health insurance plan, cancels COBRA or otherwise becomes ineligible to receive COBRA benefits. Only , the difference between such Workers’ Compensation benefits and the employeeCompany’s full regular salary obligations under this provision shall be charged against accumulated sick leavecease immediately. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. (ii) In the event that Company terminates Executive’s employment as a result of a Control Transaction or Executive tenders a Change in Control Resignation, then Iradimed shall pay to Executive (i) the employee contends that he/she is entitled to a period full amount of disability beyond any earned but unpaid Base Salary through the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, date of termination; (ii) her accrued and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision unused vacation leave as of the last reviewing Courtday worked; (iii) her approved business expenses; (iv) the full amount of any unpaid cash bonus awarded for any fiscal years prior to the date of termination; (v) an amount equal to twelve (12) months Base Salary; (vi) subject to Executive’s timely election to continue her existing health benefits under COBRA, and consistent with the terms of COBRA and the Company’s health insurance plan, the Company will provide you a taxable lump sum payment in an amount equal to pay the employer portion of the insurance premiums to continue your existing health benefits under COBRA for twelve (12) months following the termination date, as such premiums would be measured on the termination date, less applicable federal and state payroll deductions (the “COBRA Payment”); and (vii) all unvested equity awards pursuant to Sections 6(c) and (d) above shall be binding upon immediately accelerated and deemed vested. Such payment shall be made as a lump sum within fifteen (15) days of the partieseffective date of such termination. Notwithstanding anything to the contrary in this Agreement, if Company determines in its sole discretion that it cannot provide the COBRA Benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise or penalty tax, the Parties agree to reform this Section. Notwithstanding anything to the contrary in this Agreement, if Executive becomes eligible to participate in any other company sponsored health insurance plan, cancels COBRA or otherwise becomes ineligible to receive COBRA benefits, the Company’s obligations under this provision shall cease immediately. (iii) In the event that Iradimed terminates Executive’s employment hereunder for Cause or Executive resigns without Good Reason, Iradimed shall pay Executive her earned and unpaid Base Salary and her accrued and unused vacation leave as of the last day worked, and approved business expenses and Iradimed shall have no obligation to make any further payments to or to provide any further benefits hereunder to Executive. Such payment shall be made within fifteen (15) days of the effective date of resignation or termination.

Compensation. A. (a) In exchange for full performance of the event Employee's obligations and duties under this Agreement, the Company shall pay the Employee (i) a base salary at a monthly rate of a work-incurred injury$5,000.00, an employee must apply for Workers’ Compensation benefitspayable in accordance with the Company's standard payroll practices, and (ii) sales commissions in accordance with the Company's policies in effect from time to time. An employee In any month in which the Employee shall be employed for less than the entire number of days in such month, the base salary payable under Section 3(a)(i) shall be prorated on the basis of the number of days during which the Employee was actually employed divided by the number of days in such month. The base salary provided for in Section 3(a)(i) shall be reviewed not less frequently than annually by the Board, or a committee thereof, and may be adjusted in their discretion. (b) The base salary and commission described in subsection (a) hereof is a gross amount, and the Company shall be required to withhold from such amount deductions with respect to Federal, state and local taxes, FICA, unemployment compensation taxes and similar taxes, assessments or withholding requirements. (c) During the Employee's employment under this Agreement, the Employee shall also be reimbursed by the Company for reasonable business expenses actually incurred or paid his/her by the Employee, consistent with the policies established by the Board, in rendering to the Company the services provided for in this Agreement, upon presentation of expense statements or such other supporting information as is consistent with the policies of the Company. (d) The Employee shall be entitled to 15 business days vacation for each full regular salary year of employment under this Agreement, which vacation time will accrue in accordance with the vacation policy of the Company. (e) The Employee shall be entitled to participate in all benefit plans (including deferred compensation plans and any medical, dental or life insurance plans) which shall be available from time to time to the domestic management employees of the Company generally, except to the extent such participation in any plan would, in the opinion of his/her accumulated sick leave onlythe Designated Officer, provided alter the intended tax treatment of such plan; provided, however, that he/she turns over the Employee -------- ------- shall have no right under this Agreement to participate in any stock option, stock purchase or other plan relating to shares of capital stock of the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsCompany or its affiliates, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. Howeverwhich participation, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Courtany, shall be binding upon governed by separate agreement. The Employee acknowledges and agrees that the partiesBoard may in its discretion terminate at any time or modify from time to time any such benefit plans. (f) Other than as expressly set forth in this Section 3, the Employee shall not receive any other compensation or benefits except to the extent provided by the Board.

Compensation. A. (a) In exchange for full performance of the event Employee's obligations and duties under this Agreement, the Company shall pay the Employee a base salary at a monthly rate of a work-incurred injury$________, an employee must apply for Workers’ Compensation benefitspayable in accordance with the Company's standard payroll practices. An employee In any month in which the Employee shall be employed for less than the entire number of days in such month, the compensation payable under this Section 3(a) shall be prorated on the basis of the number of days during which the Employee was actually employed divided by the number of days in such month. (b) The base salary described in subsection (a) hereof is a gross amount, and the Company shall be required to withhold from such amount deductions with respect to Federal, state and local taxes, FICA, unemployment compensation taxes and similar taxes, assessments or withholding requirements. (c) During the Employee's employment under this Agreement, the Employee shall also be reimbursed by the Company for reasonable business expenses actually incurred or paid his/her by the Employee, consistent with the policies established by the Board, in rendering to the Company the services provided for in this Agreement, upon presentation of expense statements or such other supporting information as is consistent with the policies of the Company. (d) The Employee shall be entitled to __ business days vacation for each full regular salary year of employment under this Agreement, which vacation time will accrue in accordance with the vacation policy of the Company. (e) The Employee shall be entitled to participate in all benefit plans (including deferred compensation plans and any medical, dental or life insurance plans) which shall be available from time to time to the domestic management employees of the Company generally, except to the extent such participation in any plan would, in the opinion of his/her accumulated sick leave only[the Designated Officer], provided alter the intended tax treatment of such plan; provided, however, that he/she turns over the Employee shall have no -------- ------- right under this Agreement to participate in any stock option, stock purchase or other plan relating to shares of capital stock of the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsCompany or its affiliates, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. Howeverwhich participation, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Courtany, shall be binding upon governed by separate agreement. The Employee acknowledges and agrees that the partiesBoard may in its discretion terminate at any time or modify from time to time any such benefit plans. (f) Other than as expressly set forth in this Section 3, the Employee shall not receive any other compensation or benefits except to the extent provided by the Board.

Compensation. A. (a) In consideration of the event services rendered by Executive pursuant to this Agreement, the Company shall pay to Executive a base salary of a workOne Hundred Fifty-incurred injuryNine Thousand Dollars ($159,000) per annum (the "Base Salary"), an employee must apply for Workers’ Compensation benefitswhich Base Salary will be reviewed periodically and may be increased by the Company from time to time. An employee The Base Salary shall be paid his/her full regular salary in accordance with the Company's standard payroll practices in effect from time to time. All amounts payable to Executive hereunder shall be subject to such deductions and withholdings as are required by law or by policies of the Company. (b) Executive shall be eligible to receive an annual bonus in the amount of up to 50% of the Base Salary then being paid to Executive, if, as and when declared and paid by the board of Directors of the Company pursuant to an executive incentive plan to be established by the Company's Board of Directors. The award and payment of any such bonus, and the amount thereof if awarded and paid, shall be in the sole discretion of the Board of Directors of the Company. (c) Executive shall also have the right to participate in any medical, hospitalization, dental, disability income, life or other similar insurance plans maintained by the Company from time to time to the extent that Executive's position, tenure, salary, age, health and other qualifications make him eligible to participate, and such other fringe benefits as are provided to the other senior management employees of his/her accumulated sick leave onlythe Company, provided that he/she turns over the Company shall not be required to the Authority adopt or continue any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leaveinsurance plans or fringe benefit plans. B. (d) The Authority will schedule Workers’ Compensation appointments, Company shall reimburse Executive for all reasonable business expenses incurred by Executive in connection with the business of the Company subject to compliance with the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period expense reimbursement policies established by the treating physicianCompany and in sufficient detail to comply with Internal Revenue Service Regulations. (e) Except for stock incentive awards which may be granted from time to time to Executive, the remuneration and benefits set forth in this Section 3 shall be the only compensation payable to Executive with respect to his employment hereunder, and Executive shall not be entitled to receive any compensation in addition to that set forth in this Section 3 or a physician chosen under such stock incentive awards for any services rendered by him in any capacity to the Company or any Affiliate thereof unless agreed to in writing by the Authority, Company or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesAffiliate thereof.

Compensation. A. 3.1 As full compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay the Employee, during the Term, a salary at the fixed rate of $135,000 per annum during the first year of the Term and increased each year thereafter, by amounts, if any, to be determined by the Board of Directors of the Company (the "Board"), in its sole discretion, payable in equal semi-monthly installments, less such deductions or amounts to be withheld as shall be required by applicable law and regulations. 3.2 Each year the Company shall pay the Employee a bonus of up to 30% of base salary, which bonus shall be determined annually by the Board. The bonus, if any, may be paid in the form of stock options, stock awards or cash, as determined by the Board. 3.3 The Company shall pay or reimburse the Employee for all reasonable expenses actually incurred or paid by him during the Term in the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as it may require. 3.4 The Employee shall be eligible under any incentive plan, stock award plan, bonus, participation or extra compensation plan, pension, group health, disability and life insurance or other so-called "fringe" benefits which the Company provides for its executives. All options and stock awards granted to the Employee shall be subject to a vesting schedule which shall be determined by the Incentive Committee of the Board. The options and awards, if any, to be granted to the Employee shall also be subject to the terms of a stock option plan and certificate and stock award plan and certificate. 3.5 The Company will grant the Employee an option to purchase 90,000 shares of the Company's Common Stock at a purchase price of $2.50 per share (the "Options"). The Employee agrees that all such Options shall be subject to a four-year vesting schedule, vesting in equal increments of 25% on each anniversary of the Effective Date. Any unvested Options shall be forfeited to the Company in the event (a) this Agreement is terminated by the Company for cause pursuant to Section 4 herein, or (b) either party elects not to renew this Agreement pursuant to Section 2 herein. 3.6 The Options and any common stock purchased upon the exercise of any vested Options ("Option Stock") shall not, without the Company's prior written consent, be transferable until the earlier of (a) March 31, 1996 and (b) one year after the Company's initial public offering; PROVIDED, HOWEVER, that in the event of the death of the Employee, any vested Options and any Option Stock shall be transferable to the legal representatives, legatees and distributees of the Employee, if such persons agree to be bound by the same restrictions applicable to such Options and Option Stock. In the event of a workthat the Company commences an initial public offering, the Employee will execute "lock-incurred injury, an employee must apply for Workers’ Compensation benefits. An employee shall be paid his/her full regular salary up" agreements with respect to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any Option Stock and all Workers’ Compensation benefits. Only other equity interests in the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled Company held by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule Employee providing that the Employee will not sell Option Stock or any visit other equity interests for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond one year after the period established closing of the initial public offering. If the Company elects, the certificates representing the Option Stock will be transferred to the Company to be held by the treating physician, or a physician chosen by Company pursuant to an escrow agreement consistent with the Authority, or by its insurance carrier, then, and terms set forth in that event, this Section 3.6. This Section 3.6 shall survive the burden shall be upon the employee to establish such additional period termination of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesthis Agreement.

Compensation. A. In the event of a work-incurred injuryFor its services hereunder, an employee must apply for Workers’ Compensation benefits. An employee Manager shall be paid his/her full regular salary a monthly management fee and other compensation as specified in Schedule 1 attached hereto (collectively, the “Management Fee”). For the purposes of this Agreement, “Property Income” means all Rent and all Other Income (as those terms are defined below) actually collected from operations of a Property during such month. “Rent” shall mean all amounts collected from the tenants of a Property other than (i) security and other tenant deposits (other than as applied to pay rent or additional rent), (ii) rents paid in advance by tenants, except the portion of any such advance payment applied to the extent rent due for the current month, and (iii) amortization for tenant work (except that portion which is part of his/her accumulated sick leave onlybase rent). “Other Income” shall mean all income from a Property which shall include operating expense reimbursements, provided that he/she turns over fees, amounts paid for after hours or excess utilities and/or air conditioning service, amounts paid for special services rendered to tenants and vending machine rental charges, but shall not include Rent, amounts received by an Owner or tenants in settlement of insurance claims, dividends on insurance policies, costs and fees recovered in litigation (except amounts allocable to past due rent or additional rent), refunds or returns of taxes paid, amounts paid under construction contracts, or proceeds from any sale or financing of a Property or any portion thereof. Notwithstanding anything to the Authority contrary contained in this Agreement or any of the schedules or exhibits hereto (but subject to the proviso at the end of this Section 9.1), the parties hereto acknowledge and agree that all Workers’ Compensation benefits. Only compensation of Manager hereunder shall be calculated and due and payable based solely on the difference between such Workers’ Compensation benefits services rendered by Manager hereunder with respect to (A) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (as defined on Exhibit A attached hereto) and (B) any other real property acquired directly or indirectly by the Company on or after the date hereof and the employeefees and commissions attributable to each such property, and Manager shall not be entitled to additional compensation or fees based on any services rendered on behalf of or attributable solely to any of the other Properties; provided, however, that the foregoing shall not apply to or in any way limit Manager’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, rights to the greatest extent possible, during payment of employee compensation and the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits reimbursement of expenses attributable to authorized services cannot be scheduled during off hours due or incurred with respect to unavailability any and/or all of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis Properties as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, thenprovided under, and in that eventaccordance with, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiesSections 9.2 and 9.3 hereof.

Compensation. A. 9.01 In exchange for the event CONTRACTOR’s proper performance of a work-incurred injurythe Services to the satisfaction of the AIRPORT AUTHORITY, the AIRPORT AUTHORITY agrees to pay the CONTRACTOR at the prices set forth in EXHIBIT B, attached (hereinafter “Compensation”). The compensation includes all remuneration to which the CONTRACTOR may be entitled. The AIRPORT AUTHORITY will not pay the CONTRACTOR for overtime, holiday or other premium charges, including travel/mileage, or other benefits in addition to those stated in Exhibit B. 9.02 The CONTRACTOR must, upon written notice, be available, at the CONTRACTOR’s sole cost and expense, to participate in any proceeding, whether legal, administrative or otherwise, or in any internal AIRPORT AUTHORITY preparatory meetings for any proceeding, in order to assist the AIRPORT AUTHORITY in any proceeding arising from or related to the Services set forth in this AGREEMENT. 9.03 The AIRPORT AUTHORITY will pay for the proper performance of the Services, commensurate with the progress of the work as evidenced by the timely performance of the Services, and after it receives an employee approved invoice for payment as required by this AGREEMENT. The invoice must apply certify the total cost of the Services rendered to date and the cost of all Services for Workers’ Compensation benefitsthat billing period; and must describe, in detail, all Services rendered during the preceding calendar month. Further, with each invoice the CONTRACTOR shall provide fully executed Release in Exchange for Payment forms from the CONTRACTOR and all subcontractors and suppliers, on the form provided by the AIRPORT AUTHORITY. All approved invoices must be received by the AIRPORT AUTHORTY by the fourth business day of the month, for all Services performed in the preceding calendar month. An employee officer of the CONTRACTOR must sign every invoice submitted, and every invoice shall contain the following written statement “I declare, under the penalty of perjury, that all Services in this invoice were actually performed and completed.” The CONTRACTOR’s officer’s signature on each invoice shall be notarized by a notary licensed by the State of Michigan. The CONTRACTOR agrees it shall not submit any invoice for Services performed more than sixty (60) days prior to the date of the invoice. The CONTRACTOR agrees it hereby forever waives any claim for the payment for Services provided more than sixty (60) days prior to the date of the invoice covering those Services. The CONTRACTOR agrees the AIRPORT AUTHORITY, in its sole and absolute discretion, may reject and refuse to pay untimely and late invoices. 9.04 Notwithstanding anything to the contrary herein, the total not to exceed Compensation due from the AIRPORT AUTHORITY to the CONTRACTOR under this AGREEMENT shall not exceed $_________________. In no event shall the CONTRACTOR be entitled to payment for any sums in excess of $______________. 9.05 The CONTRACTOR must direct invoices to the attention of the individual or department specified in the Notice provisions pursuant to this AGREEMENT, as well as submit a copy of any invoice to the AIRPORT AUTHORITY’s Project Manager. 9.06 The CONTRACTOR must submit as part of each invoice, a detailed written progress report demonstrating all of the CONTRACTOR's activities related to the invoice, and all progress reports shall be signed by an authorized officer of the CONTRACTOR. 9.07 The AIRPORT AUTHORITY will pay all undisputed sums due for Services provided pursuant to this AGREEMENT. The AIRPORT AUTHORITY may, but is not required to, at the AIPORT AUTHORITY’s sole and exclusive option, pay for materials supplied by third-parties and used by the CONTRACTOR in the performance of the Services within ten (10) days of receipt of an invoice from the CONTRACTOR. All other payments from the AIRPORT AUTHORITY to the CONTRACTOR and otherwise due pursuant to this AGREEMENT shall be paid his/her full regular salary within thirty (30) calendar days of the receipt of a complete invoice from the CONTRACTOR. Notwithstanding anything to the extent of his/her accumulated sick leave only, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicescontrary in this AGREEMENT, the Authority will allow such visits during working hours. C. All visits are scheduled by Parties agree the Authority pursuant to current Authority rules AIRPORT AUTHORITY is vested with the absolute and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the unconditional right to assign “light duty work” withhold payment of any sum or amount if the AIRPORT AUTHORITY deems such sum or amount as disputed. The CONTRACTOR shall continue to an employee, at its optionperform the Services despite the AIRPORT AUTHORTY’s decision to withhold payment for disputed sums or amounts. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.

Compensation. A. In For all services rendered by the event Executive in any capacity required hereunder during the Term, including, without limitation, services as an executive officer, director, or member of a work-incurred injuryany committee of the Company, an employee must apply for Workers’ Compensation benefits. An employee CGII or any subsidiary, affiliate or division thereof, respectively, the Executive shall be paid his/her full regular compensated as follows: (a) The Company shall pay the Executive a fixed salary at the rate of One Hundred Ten Thousand Dollars ($110,000) per annum ("Base Salary") and such periodic increases as the Board shall deem appropriate in accordance with the Company's customary procedures and practices regarding the salaries of executives. Base Salary shall be payable in accordance with the customary payroll practices of the Company, but in no event less frequently than monthly. (b) During the Term and for use in connection with his duties hereunder, the Company shall provide the Executive with a monthly car allowance in the amount of Eight Hundred Twenty Five Dollars ($825), which allowance shall cover all expenses incurred by the Executive for the maintenance and operation of such vehicle, including without limitation all fees relating to insurance of such vehicle. (c) During the Term, the Company shall reimburse the Executive for fees incurred by him for parking at the Company's facility. In addition, during the Term, the Company shall reimburse the Executive for the costs of the Executive's health club membership; provided however that such costs shall not exceed $1,500 per annum. All requests for reimbursement made pursuant to this Section 3(c) shall be submitted in accordance with the terms of Section 4 below. (d) The Executive shall be entitled to participate in all compensation and employee benefit plans or programs, and to receive all benefits, perquisites and emoluments, for which the senior management of the Company are eligible under any plan or program now or hereafter established and maintained by the Company, to the fullest extent permissible under the general terms and provisions of his/her accumulated sick leave onlysuch plans or programs and in accordance with the provisions thereof; provided however that such plans, programs and benefits shall be comparable to those provided by CGII to its senior management. Notwithstanding the foregoing, nothing in this Agreement shall preclude the amendment or termination of any such plan or program, provided that he/she turns over such amendment or termination is applicable generally to the Authority any and all Workers’ Compensation benefits. Only senior officers of the difference between such Workers’ Compensation benefits and Company. (e) The Executive shall obtain (i) a term insurance policy (the employee’s full regular salary "Life Insurance Policy") insuring the life of the Executive with a mutually acceptable insurance company in an amount of Seven Hundred Fifteen Thousand Dollars ($715,000), the beneficiary of which shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointmentsnamed by the Executive and (ii) a term insurance policy (the "Disability Policy", to and together with the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical servicesLife Insurance Policy, the Authority will allow such visits during working hours. C. All visits are scheduled "Policies") insuring against the Permanent Disability (as defined below) of the Executive with a mutually acceptable insurance company in an amount of Seven Hundred Fifteen Thousand Dollars ($715,000), the beneficiary of which shall be named by the Authority pursuant Executive. Upon obtaining the Policies, the Company shall reimburse the Executive for the reasonable costs of the Policies (not to current Authority rules exceed $3,000 each). Each of the Policies shall remain in effect through December 31, 1999. As a result of the reimbursement of the costs of the Policies by the Company, the Company and regulations. No employee is CGII shall be relieved of any obligation under the Asset Purchase Agreement to reschedule pay any visit for Workers’ Compensation services before notifying and gaining permission portion of the Earn-Out (as defined in the Asset Purchase Agreement) to do so from any legal representative of the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as Executive in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event that the employee contends that he/she is entitled to Executive's employment hereunder terminates as a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision result of the last reviewing Courtdeath or Permanent Disability of the Executive on or prior to December 31, shall be binding upon the parties1999.

Compensation. A. In Employee shall receive the event following as compensation: A salary at an annual rate of $115,000 in the first year, $125,000 in the second year, and $135,000 in the third year payable in accordance with the Company’s customary payroll practices. At the discretion of the Board or the Compensation Committee of the Board, a workperformance-incurred injurybased bonus. Employer shall include Employee, if otherwise eligible, in any profit sharing plan, executive stock option plan, pension plan, retirement plan, medical and/or hospitalization plan, and/or any and all other benefit plans, except for disability and life insurance, which may be placed in effect by Employer for the benefit of Employer’s executives during the Term. Except for the fact that Employer at all times shall provide Employee with all or at least a portion of Employee’s medical and/or hospitalization insurance, which shall not be less than that afforded to Employer’s other executives, nothing in this Agreement shall limit (i) Employer’s ability to exercise the discretion provided to it under any such benefit plan, or (ii) Employer’s discretion to adopt, not adopt, amend or terminate any such benefit plan at any time. The Company shall provide Employee with four weeks vacation leave per each year of Employee’s employment (which vacation leave may carry over and accrue up to an employee must apply aggregate of six weeks at any time), sick leave, medical insurance coverage, and any other benefits consistent with Company plans and policies in effect for Workers’ Compensation benefitsexecutive Employees from time to time. An employee shall be paid his/her full regular salary The Company may modify in its sole and absolute discretion such benefits from time to the extent of his/her accumulated sick leave onlytime as it considers necessary or appropriate, provided that he/she turns over any such modification shall not affect or modify Employee’s then existing rights with respect to any previously accrued vacation. Any payments which the Company shall make to Employee pursuant to this Agreement shall be reduced by standard withholding and other applicable payroll deductions, including but not limited to federal, state or local income or other taxes, Social Security and Medicare Taxes, State Unemployment Insurance, State Disability Insurance, and the like. During the term of his employment, Employee shall be reimbursed for reasonable expenses that are authorized by the Company and that are incurred by Employee for the benefit of the Company in accordance with the standard reimbursement practices of the Company. Any direct payment or reimbursement of expenses shall be made only upon presentation of an itemized accounting conforming in form and content to standards prescribed by the Internal Revenue Service relative to the Authority any and all Workers’ Compensation benefits. Only the difference between such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leave. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision substantiation of the last reviewing Court, shall be binding upon the partiesdeductibility of business expenses.

Compensation. A. In (a) Subject to the event terms and conditions of a work-incurred injurythis Agreement, an employee must apply as compensation for Workers’ Compensation benefits. An employee the performance of his duties on behalf of the Corporation, the Controller shall be paid his/her full regular compensated as follows: (i) The Corporation shall pay the Controller a base salary at the rate of $140,000 per annum payable no less frequently than monthly in arrears on or before the first day of each succeeding month. (ii) Promptly following the Effective Date, subject to the extent approval of his/her accumulated sick leave onlythe Board of Directors, provided that he/she turns the Controller shall receive from the Corporation an incentive option to purchase 150,000 shares of common stock of the Corporation (the "Option Shares") at an exercise price of $0.05 per share, which is not less than the fair market value of the Option Shares on the date of grant as determined by the Board of Directors of the Corporation. Such option shall have a term of ten years and vest over four (4) years subject to the Authority any and all Workers’ Compensation benefits. Only terms contained in the difference between such Workers’ Compensation benefits Corporation's stock option plan and the employee’s full regular salary stock option agreement attached as Exhibit B hereto. (iii) The Corporation shall withhold all applicable federal, state and local taxes, social security and workers' compensation contributions and such other amounts as may be required by law or agreed upon by the parties with respect to the compensation payable to the Controller pursuant to this paragraph 3(a). (b) The Corporation shall reimburse the Controller for all reasonable expenses incurred by the Controller in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, against receipt by the Corporation of appropriate vouchers or other proof of the Controller's expenditures and otherwise in accordance with such Expense Reimbursement Policy as may from time to time be adopted by the Board of Directors of the Corporation. (c) The Controller shall be charged against accumulated sick leaveentitled to accrue paid vacation at the rate of fifteen (15) business days per annum, plus all the appropriate Corporation holidays. B. (d) The Authority will schedule Workers’ Compensation appointmentsCorporation shall pay the insurance premium on a life insurance policy for the benefit of the Controller, which the Controller shall obtain. The Corporation shall also provide to the greatest extent possibleController medical benefits at the Corporation's expense, during including but not limited to an annual physical examination. Until such time as the normal work weekCorporation has medical benefits in place, Monday through Fridaythe Corporation shall reimburse the Controller in full for all medical and dental insurance payments and any other benefit payments agreed to in advance by the Corporation. All follow-up visits and physical therapy will be scheduled during off hours. HoweverIn addition, the Corporation shall make available to the Controller the opportunity to participate in a 401(k) program, if visits to authorized services cannot the Corporation begins such a program. The Controller shall also be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond all other benefits generally made available to the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee Corporation's executive officers from time to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the partiestime.

Compensation. A. In As and for full and complete compensation to Employee under this Agreement, the event Company agrees to pay to him, and he agrees to accept, the following: a. The Company shall pay Employee during the Employment Period an annual salary of no less than $80,000 (the "Base Salary") payable in equal bi-weekly installments, or as otherwise may be the practice of the Company in making salary payments. b. The Company, in its sole and absolute discretion, may consider the granting of a work-incurred injurybonus to Employee in such form and amount, an employee must apply for Workers’ Compensation benefits. An employee if any, as the Company may determine. c. All compensation paid to Employee shall be paid his/her full regular salary subject to withholding and deductions to the extent required by applicable law. d. Employee shall be eligible to participate in, and to be covered by, each life insurance, accident insurance, health insurance and hospitalization, or other plan or benefit, if any, effective generally (and not only with respect to a specific individual or individuals) with respect to employees of his/her accumulated sick leave onlythe Company, if he shall be eligible under the terms of such plan, without restriction or limitation by reason of this Agreement. Nothing contained herein, however, shall be construed to require the Company to establish any plans not in existence on the date hereof, to continue any plans in existence on the date hereof, or to prevent the Company from modifying and/or terminating any of the plans in existence on the date hereof, and no such act or omission shall be deemed to affect this Agreement or any of the provisions contained herein. e. During the Employment Term, Employee shall be entitled to a vacation of three weeks, and also shall be entitled to all paid holidays given by the Company to its employees generally. Vacation days not taken shall not accumulate and shall not be available to Employee in subsequent years of this Agreement. Vacations shall be coordinated with other Company executives and the President and shall be scheduled by Employee with due regard to his activities with, and his responsibilities for, the Company and its affiliates. f. Employee shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in performing his services hereunder, within the limits of authority which may be established by the Company from time to time, provided that he/she turns over to the Authority any and all Workers’ Compensation benefits. Only the difference between Employee properly accounts for such Workers’ Compensation benefits and the employee’s full regular salary shall be charged against accumulated sick leaveexpenses in accordance with Company policy. B. The Authority will schedule Workers’ Compensation appointments, to the greatest extent possible, during the normal work week, Monday through Friday. All follow-up visits and physical therapy will be scheduled during off hours. However, if visits to authorized services cannot be scheduled during off hours due to unavailability of medical services, the Authority will allow such visits during working hours. C. All visits are scheduled by the Authority pursuant to current Authority rules and regulations. No employee is to reschedule any visit for Workers’ Compensation services before notifying and gaining permission to do so from the Authority. D. At no time may an employee collect more than his/her full regular salary. E. If an employee uses up his/her accumulated sick leave, he/she may then use any unused vacation time on the same basis as in Paragraph A above, or he/she may elect to go on unpaid leave of absence and retain any Workers’ Compensation benefits to which he/she is entitled. F. The Authority reserves the right to assign “light duty work” to an employee, at its option. G. In the event the employee contends that he/she is entitled to a period of disability beyond the period established by the treating physician, or a physician chosen by the Authority, or by its insurance carrier, then, and in that event, the burden shall be upon the employee to establish such additional period of disability by obtaining a Judgment in the Division of Workers’ Compensation establishing such further period of disability and, such findings by the Division of Workers’ Compensation or by the final decision of the last reviewing Court, shall be binding upon the parties.