Common use of Consulting Services Clause in Contracts

Consulting Services. If the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event.

Consulting Services. If the Employment Period shall terminate on December 31(a) From January 1, 2004 or2022 through June 30, if earlier, on account of disability, then during the five-year period 2022 (the "“Consulting Term") beginning on the date of termination of the Employment TermPeriod”), the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ provide transition consulting services relating to Executive’s area of work experience and expertise as reasonably requested by the reimbursement Company (the “Consulting Services”) in exchange for a consulting fee of expenses on the level made available to the Executive immediately prior to the termination $500 per hour of the Employment TermConsulting Services performed. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of Either Party may terminate the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within Services at any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, time in its discretion by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or other Party. (b) In addition to the end hourly consulting fee stated above and in consideration of Executive’s provision of the Consulting Term. In Services, the event Parties acknowledge and agree that (i) each Option shall remain eligible to vest with respect to the Executive voluntarily terminates number of shares shown under the heading “Shares Eligible to Vest During Consulting Period” set forth on Exhibit A in accordance with the original vesting schedule of the Option based on Executive’s continued services during the Consulting Term, he shall, Period; (ii) the portion of each Option that is neither denoted as “Shares Eligible to Vest During Transition Period” nor “Shares Eligible to Vesting During Consulting Period” on Exhibit A will be forfeited and terminated for no consideration as of the Effective Date; and (iii) each Option that is unvested as of the termination of Executive’s service with the Company will thereupon be forfeited and terminated for no consideration and each Option that is vested as of the termination of Executive’s service with the Company will remain outstanding and exercisable following such terminationtermination for the period set forth in the agreement governing the Option. Executive further acknowledges and agrees that each Option that is an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code will cease to qualify as an incentive stock option upon the expiration of three months from the Separation Date. (c) Executive and the Company acknowledge and agree that, forfeit his right hereunder during the Consulting Period, Executive shall be an independent contractor. During the Consulting Period and thereafter, Executive shall not be an agent or employee of the Company and shall not be authorized to act on behalf of the Company. As an independent contractor, Executive understands and agrees that, while performing the Consulting Services, (i) Executive shall not be eligible to participate in or accrue benefits under any further consulting fees Company benefit plan for which status as an employee of the Company is a condition of such participation or accrual, and (ii) to the above-mentioned welfare plan coverageextent that Executive is deemed eligible to participate, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventas an employee, in any Company benefit plan, Executive hereby waives Executive’s participation.

Consulting Services. If A. Executive shall be retained by the Employment Company as a consultant for the period commencing on the Termination Date and expiring three (3) months after commencement of the Termination Date (the “Consulting Period”), subject to an additional three-month extension of time, on a month-to-month basis, at the sole discretion of the Company’s Board of Directors. Should the Company desire to extend the Consulting Period on a month-to-month basis upon conclusion of the initial three-month Consulting Period, the Company will notify Executive by the 25th day of the month preceding the discretionary monthly extension of the Consulting Period. B. During the Consulting Period, Executive shall consult with the Company and its executive officers on an as-needed basis regarding the business and operations of the Company, as well as the transition of duties of Executive to other officers or employees of the Company (the “Consulting Services”). Executive shall report directly to, and perform the Consulting Services as directed by, the President and Chief Executive Officer (“CEO”) of the Company and/or his designee. The Consulting Services shall be required at such times and such places as shall not result in unreasonable inconvenience to Executive. Executive will make good faith efforts to be available and responsive when his Consulting Services are requested. C. In consideration for the Consulting Services, the Company shall pay Executive a consulting fee of $375/hour (“Consulting Fee”), with a guaranteed minimum of (x) Seven Thousand Five Hundred Dollars ($7,500) per month during the initial three-month Consulting Period and (y) Three Thousand Seven Hundred Fifty Dollars ($3,750) per month during the remaining optional month-to-month Consulting Period if the Company decides, in its sole discretion, to extend the Consulting Period. The Consulting Fees shall be paid to Executive, in arrears, on or about the last business day of the month to which such Consulting Fees relate. The parties hereby acknowledge and agree that the Consulting Fees shall not be deemed wages and Executive will receive a Form 1099 with regarding to the Consulting Fee and will be solely responsible for, and shall pay, all taxes assessed on such fees under the applicable laws of any federal, state, or local jurisdiction. D. Executive acknowledges and agrees that his status at all times during the Consulting Period shall terminate be that of an independent contractor, and that he may not, at any time, act as a representative for or on December 31, 2004 or, if earlier, on account behalf of disability, then the Company for any purpose. Executive hereby waives any rights to be treated as an employee or deemed an employee of the Company for any purpose during the Consulting Period, and acknowledges that he is not entitled to employment-related benefits, compensation, or equity vesting during the Consulting Period. E. If, at any point during the Consulting Period, the Company determines in its reasonable discretion that Executive is not providing good faith Consulting Services that have been requested by Company, it will provide Executive with written notification of Executive’s deficiencies and a five-year period (calendar day opportunity to cure. If, upon conclusion of the "cure period, Executive has not cured to the reasonable satisfaction of the Company, the Company may terminate the Consulting Term") beginning on the date of Period effective immediately and Executive will not be entitled to Consulting Fees after termination of the Employment Term, the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to Period through the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventcurrent month.

Consulting Services. If (a) During the Employment Period shall terminate on December 31Consulting Period, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render provide consulting services to Chris-Craft such consultation a▇▇ ▇▇vice the Company with respect to strategic and operational matters regarding the Company’s business and to assist Executive’s successor, as reasonably requested by the Board of Directors or the Chief Executive Officer of Chris-Craft may requestCompany’s officers (the “Consulting Services”). The Company shall exercise reasonable efforts to avoid conflicts between such requested Consulting Services and Executive’s other commitments, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not exercise reasonable efforts to fulfill the Company’s consulting requests in a timely manner, notwithstanding Executive’s other commitments. (b) In consideration for the Consulting Services, Executive shall be required to devote more than 240 hours in any twelve-month period to such servicespaid a consulting fee of $100,000, which shall be performed at paid in a time and place mutually convenient to both parties. For his consulting services, lump sum within ten days after the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installmentsRetirement Date. The consulting fee Company shall be adjusted upward, as of each January 1 following reimburse Executive for reasonable out-of-pocket expenses incurred in connection with the beginning performance of the Consulting Term Services, provided that Executive submits receipts for such expenses in a manner consistent with the Company’s expense reimbursement policies and procedures. (c) Executive agrees that except as otherwise provided herein, any and all Company property in his possession shall be returned on his Retirement Date, except that during the Consulting Period, Executive shall retain and have the use of the Company-provided cell phone, at the Company’s expense, and Executive shall also retain his current access to the Company’s physical and computer network facilities. It is agreed and understood that Executive may retain his Company-provided personal digital assistant device at no charge, and Executive shall be solely responsible for any and all expenses related to such device after the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes availablePeriod. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of following the Consulting TermPeriod and after the Company has removed from Executive’s Company-provided home computer all Company confidential information and Developed Material, Executive may retain his Company-provided home computer at no charge. If the Executive shall die during the Consulting TermHowever, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) after the end of the Consulting Term. IfPeriod, during the Consulting Term, the Executive shall be disabled responsible at his own expense for obtaining any necessary licenses for software remaining on said computer. (d) Executive assigns to the Company all materials, research, plans, specifications, works of authorship and other data and intellectual property generated, conceived or developed in connection with the Consulting Services (the “Developed Material”) and any resulting patents, copyrights and other intellectual property rights. Works of authorship in any form of expression, including, manuals, plans, specifications and software developed in connection with the Consulting Services, are “works for hire” and belong exclusively to the Company. Executive will take all reasonable actions, at the Company’s expense, necessary to transfer to the Company all of Executive’s rights in and to the Developed Material. (e) It is the expectation and intent of the Parties that the Consulting Services will, from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term Period and thereafter, consist of services equal to or less than twenty percent (20%) of the average level of services performed by Executive for the Company during the immediately preceding thirty-six (36)-month period and therefore Executive’s termination of employment on the Retirement Date will constitute a “separation from service” within the meaning of Section 409A of the Internal Revenue Code. (f) It is the Parties’ intent that Executive shall render services to the Company during the Consulting Period in the capacity of an independent contractor, and not as an employee of the Company. Accordingly, Executive shall be a continuation responsible for the payment of a disability all taxes on amounts received from the Company for which the Employment Term shall have been terminated pursuant to Section 10.2Consulting Services, and during the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting servicesConsulting Period, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end provision of the Consulting Term. In the event that the Services pursuant to this Agreement will not entitle Executive voluntarily terminates the Consulting Termto be eligible to participate in any Company employee benefit plan, he shall, following such termination, forfeit his right hereunder to any further consulting fees and except to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventextent that such plans permit retired employee participation.

Consulting Services. If For a period of two (2) years following the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year period Retirement Date (the "“Consulting Term") beginning on the date of termination of the Employment Term”), the Executive agrees that he shall render provide consulting and transition services to Chris-Craft the Company and its CEO at such consultation a▇▇ ▇▇vice times as mutually agreed to by the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ CEO and the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term On or prior to the end expiration of the Consulting Term, in proportion the CEO may elect to any increase in renew or extend the Consumer Price IndexExecutive’s consulting engagement subject to such terms as may be mutually agreed to by the Executive and the CEO. It is the expectation of the Company and the Executive that the level of bona fide services the Executive will perform after the Retirement Date will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed by the Executive on behalf of the Company, the Parent and their subsidiaries or affiliates over the immediately preceding thirty-six (36) month period and, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In additionsuch, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ experience a “separation from service” as defined under Section 409A of the reimbursement Internal Revenue Code of expenses 1986, as amended, and the regulations promulgated thereunder on the level made available Retirement Date. In consideration for the Executive’s consulting services and in consideration of both (i) the release of all claims described below in Paragraph 3 (including the reaffirmation thereof through the Retirement Date) and (ii) the Protective Agreement described in Paragraph 7, the Company agrees to compensate the Executive at an annual rate equal to Three Hundred Thirty-Five Thousand Dollars ($335,000) per year (the “Consulting Fees”) during the Consulting Term, and to provide the Executive with the other benefits and payments described in Paragraphs 2(b) through 2(e) hereof. The first installment of the Consulting Fees shall be paid to the Executive immediately prior to on January 1, 2014 and the termination initial payment of the Employment Term. In the event that the Executive such fees shall be discharged by Chris-Craft an amount equal to $167,500 (i.e., six months of Consulting Fees). Thereafter, the Consulting Fees shall be payable in substantially equal installments in accordance with the Company’s payroll policies for executive level positions from time to time in effect during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during The foregoing notwithstanding, the Consulting Term, his estate shal be entitled to receive Term shall earlier terminate upon the full consulting fee payable hereunder until Executive’s death. Upon the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start expiration of the Consulting Term and shall be a continuation as the result of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services’s death, the Executive Company shall have no further obligation to perform consulting services payment obligations hereunder except for Chris-Craft Consulting Fees which are earned through the date of the Executive’s death. The Company and the Executive acknowledge and agree that the payments made in this Paragraph 2(a) are “wages” for purposes of FICA, FUTA and income tax withholding and such taxes, if not previously withheld, shall be entitl▇▇ ▇▇ receive compensation at withheld from the rate payments made hereunder. One thousand dollars ($1,000.00) of one-half such payments shall be specifically in consideration of the consulting fee payable hereunder until release of any claim under the earlier to occur Age Discrimination in Employment Act of 1967, as amended (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that “ADEA”), and as described in Paragraph 3 hereof, and the Executive voluntarily terminates the Consulting Term, he shall, following agrees that such termination, forfeit his right hereunder consideration is in addition to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages anything of value to which Chris-Craft shall be entitled i▇ ▇▇▇h eventhe is already entitled.

Consulting Services. If (a) For the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during period commencing upon the five-year period Executive’s retirement from employment and continuing for up to 12 months (the "“Consulting Term") beginning on ”), the date of termination of Company shall engage the Employment TermExecutive as a consultant, and the Executive shall render provide consulting services in accordance with the terms set forth herein. The Executive shall be available to Chris-Craft work for the Company as a consultant for up to 400 hours per year at mutually agreeable times and shall perform such consultation a▇▇ ▇▇vice consulting services as shall be reasonably requested from time to time by the Board of Directors of the Company or its lawfully designated representative (the Chief “Board”). The Company, in its sole discretion shall determine the number of days per month that the Executive Officer shall provide consulting services. However, the parties agree that the time commitment from the Executive shall not exceed 20% of Chris-Craft may request, subjec▇ ▇▇ the average time devoted to the Executive's reasonable convenience ’s position as President and CEO of the Company during the 36 month period prior to the Executive’s retirement in order to ensure that the Executive’s retirement does constitute a separation from service as an employee under Section 409A. The Company shall provide the Executive with office space at the Company’s principal executive offices for purposes of performing the consulting services, as necessary. The parties acknowledge and agree that the Executive may perform services for other business activities; providedentities and that this engagement of Executive is on a non-exclusive basis, subject, however, to the Executive’s continuing obligation to comply with the covenants of Section 3, below. (b) During the Consulting Term, the Company shall (a) pay the Executive a consulting retainer fee of $5,000.00 per month for each month during the Consulting Term, or portion thereof, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his provides consulting services, payable at the end of each calendar month. In addition for all hours worked in excess of 200 hours the Company will pay the Executive shall receive$300 for each hour worked. Finally, as a the Company will reimburse the Executive for all reasonable out of pocket expenses he incurs in connection with providing the consulting feeservices, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to provided that such reimbursement payments are made by the end of the Consulting Term, Executive’s taxable year following the year in proportion which such expenses are incurred and that the Company shall not be obligated to pay any increase in such reimbursement amount for which Executive fails to submit an invoice or other documented reimbursement request at least 10 business days before the Consumer Price Index, as defined in Section 4.4, between the December levels end of the two immediately preceding yearssuch calendar year. Each such adjustment Such expenses shall be made retroactively when reimbursable only to the Consumer Price Index for extent they were incurred during the month next preceding the date term of such adjustment becomes availablethis Agreement. In addition, the amount of such reimbursements that the Company is obligated to pay in any given calendar year shall not affect the amount the Company is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits. The Executive shall not be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement payment of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than any consulting fee for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die any month during the Consulting TermTerm for which no services are provided, his estate shal be entitled nor to receive any payments or benefits other than those provided under this Agreement for the full consulting fee payable hereunder until services provided hereunder. (c) With the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting TermExecutive’s consent, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of Company may extend the Consulting Term and for additional one year consulting assignments. The terms of any extended consulting period shall be a continuation of a disability for which the Employment same as provided herein unless otherwise agreed by the parties in writing. (d) Notwithstanding anything herein to the contrary, the Consulting Term shall have been terminated pursuant to Section 10.2, end and the Board, by written notice to the Executive (before the Executive shall recover from such disability) this Agreement shall terminate upon the death or total disability of the Executive's consulting services, as determined by the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventCompany in its reasonable discretion.

Consulting Services. If (a) During the Employment Period shall terminate on December 31period from the Date of Termination through the date nine (9) months following the Date of Termination, 2004 or, if earlier, on account of disability, then during the five-year period or such earlier date as may be provided pursuant to Section 2(c) below (the "“Consulting Term") beginning on ”), in consideration for the date of termination of the Employment Termcompensation provided for below, the Executive shall render make himself available to Chris-Craft the Company, at mutually convenient times and places, for such consultation a▇▇ ▇▇vice consulting services as the Board of Directors or may be requested by the Chief Executive Officer or Chief Financial Officer of Chris-Craft may requestthe Company. The Executive expressly agrees to render up to ten (10) hours of such services per calendar month during the Consulting Term, subjec▇ ▇▇ if so requested by such persons. The Executive shall be entitled to reimbursement for all reasonable expenses incurred by him in the Executive's reasonable convenience performance of services hereunder, in accordance with the expense reimbursement policies of the Company or its affiliates. (b) In consideration for the services to be provided to the Company during the Consulting Term: (i) all stock options, restricted stock and other business activitieslong-term equity compensation awards previously granted by the Company to the Executive under the Company’s 2008 Omnibus Incentive Plan or any other equity compensation plan of the Company which are unvested as of the Date of Termination (collectively, the “Applicable Equity”) shall fully vest and, in the case of stock options, become exercisable as of the Revocation Deadline, and the Executive shall have one year following the termination of the Consulting Term to exercise any such stock options (provided that such options shall in no event be exercisable beyond their original scheduled term); providedand (ii) the Company shall pay to the Executive a lump sum cash payment equal to twenty thousand dollars ($20,000.00), howeverpayable within 30 days after the Date of Termination. (c) Either the Company or the Executive may terminate this Agreement prior to the expiration of the Consulting Term at any time for any reason. If this Agreement is terminated by either the Company or the Executive prior to the expiration of the Consulting Term, that the Executive shall not be required to devote more than 240 hours in render any twelve-month period further services; provided, however, that if this Agreement is terminated prior to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning expiration of the Consulting Term to (i) by the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index Company for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause “Cause” (as defined in Section 9below) or disability (as described below in this Section 11)ii) the Executive, he any Applicable Equity not theretofore exercised or settled shall nevertheless be entitled immediately forfeited back to continue to receive his full consulting feethe Company without consideration, and the above-mentioned welfare plan coverageproceeds of any sale of Applicable Equity (or the Company common stock related thereto) prior to such termination shall be turned over to the Company by the Executive. For purposes of this Section 2(c) of this Agreement, for “Cause” shall mean: (i) the remainder failure of the Consulting Term. If Executive to perform substantially the Executive’s duties under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness), (ii) the willful engagement by the Executive shall die during in illegal conduct or gross misconduct which is materially injurious to the Consulting TermCompany, his estate shal be entitled to receive or (iii) any violation by the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary Executive of the date terms of his death or Section 8 (bRestrictive Covenants) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventPrior Agreement.

Consulting Services. If the Employment Period (a) Employer shall terminate on December 31retain Executive, 2004 orand Executive shall serve, if earlier, on account of disability, then as a consultant to Employer during the five-year period from the Effective Date through the second anniversary of the Effective Date (the "Consulting Term") beginning ). During the portion of the Consulting Term ending on the date of termination first anniversary of the Employment Effective Date (the "Initial Period"), Executive shall provide an average of no more than 20 hours of consulting services per week, and Executive acknowledges and agrees that Employer shall be entitled to determine the number of hours of services for each week during such period, but in no event shall Employer request more than 30 hours of services for any such week. During the remaining portion of the Consulting Term (the "Remaining Period"), Executive shall provide such hours of consulting services as may be requested by Employer in its discretion, but in no event shall Employer request more than 20 hours of services for any week during such period. During the Consulting Term, the Executive shall render assist and advise Employer and its employees with respect to Chris-Craft matters in which Executive was involved or had knowledge from his services as an employee of Employer, including by facilitating Employer's efforts to train Executive's successor as Chief Financial Officer. In rendering such consultation a▇▇ ▇▇vice as the Board of Directors or consulting services, Executive shall report to the Chief Executive Officer of Chris-Craft Employer (the "CEO") or to such other person as may be designated from time to time by the CEO. Executive shall perform his services hereunder (i) primarily at the corporate headquarters of Employer in Bristol, Tennessee and at Employer's offices in Princeton, New Jersey, (ii) from time to time, at Employer's request, subjec▇ ▇▇ at locations related to litigation or other legal matters involving or affecting Employer or its affiliates and (iii) at such other locations as may be mutually agreed from time to time by Employer and Executive. Executive acknowledges that his duties and responsibilities hereunder will require him to travel on business from time to time, and for such purposes Employer shall make its corporate aircraft reasonably available to Executive. Any time spent by Executive in connection with such travel shall be credited against the consulting services Executive is required to provide pursuant to this Article II. Executive may perform his consulting services hereunder by telephone or email in appropriate circumstances reasonably acceptable to Employer. Executive shall serve Employer in good faith and to the best of Executive's abilities in connection with the performance of his consulting services hereunder. (b) Notwithstanding anything in this Article II to the contrary, in the event that Executive accepts or commences active, full-time employment with any person or entity that is a direct competitor with Employer or its affiliates (as determined by Employer in its reasonable convenience discretion) during the Consulting Term, Employer may, in its reasonable discretion, elect to (i) continue the consulting arrangements described in this Article II on the terms and conditions set forth herein or (ii) terminate such arrangements (other than Employer's obligation under Section 2.02 to pay the retainer during the Initial Period) effective as of a date specified by Employer. Following the effective date of any such termination, (i) Executive shall have no obligation under this Article II to provide consulting services to Employer and (ii) Employer shall have no obligation under this Article II to pay any amount to Executive (other than any retainer earned but unpaid under Section 2.02 and any business activitiesexpense incurred but not reimbursed under Section 2.03, in each case as of the effective date of such termination); provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further effect on (A) Employer's obligation under Section 2.02 to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at pay the rate of one-half of retainer during the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination Initial Period or (bB) the end any other provision of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Termthis Agreement, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event.including Executive's obligations under Article I.

Consulting Services. If (i) At any time following the Employment Period completion of one year of employment with Rainforest following the Closing, Rainforest and Employee shall each have the right to terminate on December 31, 2004 or, if earlier, on account of disability, then Employee's employment with Rainforest and concurrently with such termination Employee shall become a consultant to Rainforest. (ii) From time to time during the five-year period (the "Consulting Term") beginning on from the date of termination of Employee's employment with Rainforest through to the Employment Termsecond anniversary of the Closing, the Executive Employee shall render perform such services relating to Chris-Craft such consultation a▇▇ the business of Rainforest as the Employee and the President of ▇▇vice ▇▇▇▇'▇ (or his designee) shall mutually agree. The Employee shall in no event be required to provide more than ten hours per week of consulting services to Rainforest thereafter until the second anniversary of the Closing, except in each case as agreed to by the Board Employee. The scheduling of Directors such time shall be at the Employee's sole reasonable discretion with the needs of the Company in mind. Rainforest acknowledges that the Employee is permitted to pursue other activities, whether of a personal or the Chief Executive Officer of Chris-Craft business nature, and, accordingly, may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activitiesnot always be immediately available to Rainforest. (iii) The Employee shall perform his duties as a consultant at such locations as are reasonably acceptable to him; provided, however, that that, as mutually agreed, the Executive -------- ------- Employee will be available to travel domestically to meet from time to time with representatives of Rainforest. (iv) During any period when Employee shall be performing his duties as a consultant hereunder, Rainforest shall reimburse him for any reasonable expenses incurred in the course of his duties, and will pay (in addition to any payments due under this Agreement) a mutually agreed upon fee to Employee in respect of his services as a consultant (which shall not be required to devote more less than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 100 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11hour), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event.

Consulting Services. If (a) For the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during period commencing upon the five-year period Executive’s retirement from employment and continuing for up to 12 months (the "“Consulting Term") beginning on ”), the date of termination of Company shall engage the Employment TermExecutive as a consultant, and the Executive shall render provide consulting services in accordance with the terms set forth herein. The Executive shall be available to Chris-Craft work for the Company as a consultant for up to 400 hours per year at mutually agreeable times and shall perform such consultation a▇▇ ▇▇vice consulting services as shall be reasonably requested from time to time by the Board of Directors of the Company or its lawfully designated representative (the Chief “Board”). The Company, in its sole discretion shall determine the number of days per month that the Executive Officer shall provide consulting services. However, the parties agree that the time commitment from the Executive shall not exceed 20% of Chris-Craft may request, subjec▇ ▇▇ the average time devoted to the Executive's reasonable convenience ’s position as President and CEO of the Company during the 36 month period prior to the Executive’s retirement in order to ensure that the Executive’s retirement does constitute a separation from service as an employee under Section 409A. The Company shall provide the Executive with office space at the Company’s principal executive offices for purposes of performing the consulting services, as necessary. The parties acknowledge and agree that the Executive may perform services for other business activities; providedentities and that this engagement of Executive is on a non-exclusive basis, subject, however, to the Executive’s continuing obligation to comply with the covenants of Section 3, below. (b) During the Consulting Term, the Company shall (a) pay the Executive a consulting fee of $10,000.00 per month for each month during the Consulting Term, or portion thereof, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his provides consulting services, payable at the end of each calendar month, and (b) reimburse the Executive shall receivefor all reasonable out of pocket expenses he incurs in connection with providing the consulting services, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to provided that such reimbursement payments are made by the end of the Consulting Term, Executive’s taxable year following the year in proportion which such expenses are incurred and that the Company shall not be obligated to pay any increase in such reimbursement amount for which Executive fails to submit an invoice or other documented reimbursement request at least 10 business days before the Consumer Price Index, as defined in Section 4.4, between the December levels end of the two immediately preceding yearssuch calendar year. Each such adjustment Such expenses shall be made retroactively when reimbursable only to the Consumer Price Index for extent they were incurred during the month next preceding the date term of such adjustment becomes availablethis Agreement. In addition, the amount of such reimbursements that the Company is obligated to pay in any given calendar year shall not affect the amount the Company is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits. The Executive shall not be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement payment of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than any consulting fee for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die any month during the Consulting TermTerm for which no services are provided, his estate shal be entitled nor to receive any payments or benefits other than those provided under this Agreement for the full consulting fee payable hereunder until services provided hereunder. (c) With the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting TermExecutive’s consent, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of Company may extend the Consulting Term and for additional one year consulting assignments. The terms of any extended consulting period shall be a continuation of a disability for which the Employment same as provided herein unless otherwise agreed by the parties in writing. (d) Notwithstanding anything herein to the contrary, the Consulting Term shall have been terminated pursuant to Section 10.2, end and the Board, by written notice to the Executive (before the Executive shall recover from such disability) this Agreement shall terminate upon the death or total disability of the Executive's consulting services, as determined by the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventCompany in its reasonable discretion.

Consulting Services. If (a) The Company hereby retains Executive as a consultant, and Executive hereby agrees to be retained by the Employment Period shall terminate Company as a consultant on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice matters as the Board of Directors shall reasonably determine for the period commencing on the Employment Termination Date and ending on December 31, 2005 (such period referred to herein as the “Consulting Term”). The Company acknowledges that it is not retaining Executive’s exclusive services under this Section 5, and that Executive shall be free to engage in such other employment and business activities as Executive in his sole discretion may determine. Executive shall be under no obligation to account for any amounts he may otherwise earn or receive during or after the Chief Consulting Term, whether by other employment or otherwise, and the Company shall have no right or claim to any compensation or profit that may inure to Executive Officer of Chris-Craft may requestduring such period or otherwise. (b) Executive’s consulting services hereunder shall be rendered at such times and places as shall be mutually convenient for the Company and Executive, subjec▇ ▇▇ the after giving effect to any other employment Executive chooses to engage in and taking into account Executive's reasonable convenience and other business activities; provided’s availability. In any case, however, that the Executive shall not be required to devote spend more than 240 40 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. during the Consulting Term in the performance of his duties under this Section 5. (c) For his consulting servicesservices under this Section 5, the Executive shall receive, as a consulting fee, compensation be paid by the Company at the annual rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following 350,000 during the beginning period of the Consulting Term to ending on December 31, 2003, $325,000 during the end year of the Consulting TermTerm ending December 31, 2004 and $300,000 during the year of the Consulting Term ending December 31, 2005, each such amount to be payable in proportion as nearly equal monthly installments as is feasible during the year in question [and each such payment to any increase be subject to applicable federal and state withholding]. The Company shall also reimburse Executive in accordance with the Consumer Price IndexCompany’s policies and procedures for all proper expenses incurred by the Executive in providing consulting services hereunder. (d) In the event of a “Change of Control” of the Company, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination 7.7(e) of the Employment Term. In Agreement, all amounts remaining unpaid under this Section 5 for the event that the Executive then current and any future periods under this Agreement shall become immediately due and payable without any diminution or discount. (e) The amounts payable above shall be discharged due and payable without regard to the extent to which the Company shall request Executive’s consulting services hereunder and without regard to the number of hours actually devoted by Chris-Craft during Executive to such consulting services. Furthermore, the Consulti▇▇ ▇▇rm other than for cause (above payments and reimbursements shall continue to be made notwithstanding any charge or allegation that Executive has not or may not have fulfilled his obligations under this Agreement until and unless the Arbitrator under Section 8 hereof shall have determined that Executive has given the Company “Cause” to terminate Executive’s consulting services under this Agreement. “Cause” shall be the same as defined as defined in Section 9) or disability 7.3 of the Employment Agreement (as described below in substituting references to this Section 11Agreement for references therein to the Employment Agreement), he and no “Cause” shall nevertheless be entitled to continue to receive his full consulting fee, determined unless and until the above-mentioned welfare plan coverage, for Company has followed the remainder procedures set forth in the second paragraph of Section 7.3 of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled Employment Agreement (again substituting references to receive the full consulting fee payable hereunder until the earlier this Agreement for references therein to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventAgreement).

Consulting Services. If Commencing at the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination expiration of the Employment Term: (a) The Company shall retain the Executive's services, and he shall serve the Company, as a consultant for the period May 28, 1997 through May 31, 2004 ("the Consulting Period"). (b) During the Consulting Period, Executive shall will render to Chris-Craft the Company such consultation a▇▇ ▇▇vice services of a consultative nature as the Board Company reasonably may request, so that the Company may continue to have the benefit of Directors or his experience and knowledge of the affairs of the Company and of his business reputation and contacts. Executive will be an advisor to the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ and will perform such tasks as the Executive's reasonable convenience and other business activities; provided, however, that the Chief Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installmentsdesignate. The consulting fee shall Company understands and agrees that Executive may relocate his residence elsewhere. Executive will be adjusted upward, as of each January 1 following available for advice and counsel to the beginning officers and directors of the Consulting Term Company at all reasonable times by telephone, letter or in person for up to the equivalent of twenty (20) eight hour days per calendar quarter through May 31, 1999, and five (5) eight hour days per calendar quarter commencing June 1, 1999 through the end of the Consulting TermPeriod, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels each case during normal business hours. (c) The Company shall pay Executive a consulting fee of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft FIVE HUNDRED THOUSAND DOLLARS ($500,000) per annum during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11)period commencing June 1, he shall nevertheless be entitled to continue to receive his full consulting fee1997 through May 31, 1999, and the above-mentioned welfare plan coverage, for the remainder a consulting fee of the Consulting Term. If the Executive shall die ONE HUNDRED THOUSAND DOLLARS ($100,000) per annum during the Consulting Termperiod commencing June 1, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) 1999 through the end of the Consulting TermPeriod, in each case payable monthly in arrears. (d) During the Consulting Period the Company shall reimburse Executive monthly for travel and other expenses in connection with his services as a consultant, such reimbursement to be in accordance with the Company's standard reimbursement practices. IfThe Company hereby agrees to indemnify Executive and hold Executive harmless from any and all claims, losses, costs and expenses (including reasonable attorneys fees) incurred, suffered or paid by Executive arising out of or in connection with Executive's performance of consulting services to the Company during the Consulting TermPeriod unless caused by the negligence or intentional misconduct of Executive and/or Executive's material breach of this Agreement. This provision is not intended to limit or eliminate any indemnification obligations the Company may have to Executive as a result of Executive's position as an officer and director of the Company. (e) During the Employment Term and the period May 28, 1997 through December 31, 1999, the Company will provide Executive with up to 1,250 square feet of usable office space at a location to be selected by the Company and acceptable to Executive, including rent, utilities and escalations, but not in the Company's home office building. The office space shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term furnished with office furniture and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2equipped with other reasonable furnishings, including computer, telephone and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft photocopy equipment and shall be entitl▇▇ ▇▇ receive compensation at the rate of onestaffed by a full-half time salaried qualified executive secretary with appropriate fringe benefits. Ownership of the consulting fee payable hereunder until furnishings and equipment furnished by the earlier Company shall be retained by the Company and at December 31, 1999 possession thereof shall be delivered to occur of (a) the first anniversary of such termination or (b) the end Company. Reasonable operating expenses of the Consulting Termoffice shall be paid by the Company. In The Executive may at any time deliver possession of this office space and the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and furnishings to the above-mentioned welfare plan coverageCompany, at which forfeiture time the Company's obligations to Executive under this subparagraph 7(e) shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventcease.

Consulting Services. If (a) During the Employment Period shall terminate on December 31Consulting Period, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render provide consulting services to Chris-Craft such consultation a▇▇ ▇▇vice the Company with respect to strategic and operational matters regarding the Company’s business and to assist Executive’s successors, as reasonably requested by the Board of Directors or the Chief Executive Officer of Chris-Craft may requestCompany’s officers (the “Consulting Services”). The Company shall exercise reasonable efforts to avoid conflicts between such requested Consulting Services and Executive’s other commitments, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not exercise reasonable efforts to fulfill the Company’s consulting requests in a timely manner, notwithstanding Executive’s other commitments. (b) In consideration for the Consulting Services, Executive shall be required to devote more than 240 hours in any twelve-month period to such servicespaid a consulting fee of $100,000, which shall be performed at paid in a time and place mutually convenient to both parties. For his consulting services, lump sum within ten days after the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installmentsRetirement Date. The consulting fee Company shall be adjusted upward, as of each January 1 following reimburse Executive for reasonable out-of-pocket expenses incurred in connection with the beginning performance of the Consulting Term to Services, provided that Executive submits receipts for such expenses in a manner consistent with the end of the Consulting Term, Company’s expense reimbursement policies and procedures. (c) Executive agrees that any and all Company property in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment her possession shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In additionreturned on her Retirement Date, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event except that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting TermPeriod, his estate shal be entitled to receive Executive shall retain and have the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary use of the date Company-provided cell phone, at the Company’s expense. Executive shall also retain her current access to the Company’s physical and computer network facilities. (d) Executive assigns to the Company all materials, research, plans, specifications, works of his death authorship and other data and intellectual property generated, conceived or developed in connection with the Consulting Services (bthe “Developed Material”) and any resulting patents, copyrights and other intellectual property rights. Works of authorship in any form of expression, including, manuals, plans, specifications and software developed in connection with the end Consulting Services, are “works for hire” and belong exclusively to the Company. Executive will take all reasonable actions, at the Company’s expense, necessary to transfer to the Company all of Executive’s rights in and to the Developed Material. (e) It is the expectation and intent of the Consulting Term. If, during Parties that the Consulting TermServices will, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term Period and thereafter, consist of services equal to or less than twenty percent (20%) of the average level of services performed by Executive for the Company during the immediately preceding thirty-six (36)-month period and therefore Executive’s termination of employment on the Retirement Date will constitute a “separation from service” within the meaning of Section 409A of the Internal Revenue Code. (f) It is the Parties’ intent that Executive shall render services to the Company during the Consulting Period in the capacity of an independent contractor, and not as an employee of the Company. Accordingly, Executive shall be a continuation responsible for the payment of a disability all taxes on amounts received from the Company for which the Employment Term shall have been terminated pursuant to Section 10.2Consulting Services, and during the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting servicesConsulting Period, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end provision of the Consulting Term. In the event that the Services pursuant to this Agreement will not entitle Executive voluntarily terminates the Consulting Termto be eligible to participate in any Company employee benefit plan, he shall, following such termination, forfeit his right hereunder to any further consulting fees and except to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventextent that such plans permit retired employee participation.

Consulting Services. If the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during 4.3.1 During the five-year period (following the "Consulting Term") beginning on the date of termination of Employee’s employment hereunder (for any reason whatsoever), whether by the Company or by Employee, and whether during the Employment TermTerm or thereafter (e.g., due to the Executive shall render failure to Chris-Craft such consultation a▇▇ ▇▇vice renew this Agreement or enter into a new employment agreement), Employee agrees to make himself available to provide consulting services to the Company as the Company’s Chairman of the Board may reasonably request in writing. Such services shall be limited to counseling and advising the directors and the principal executive officers concerning the Company’s business. Employee acknowledges that (i) such services will be provided solely as an independent contractor and not as an employee of Directors the Company and (ii) he will not be entitled to any employment rights or benefits of the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience Company. The consulting services shall be provided at mutually convenient times and other business activitiesplaces; provided, however, that in no event shall Employee be obligated to (i) provide services in any manner other than by telephone or in person at meetings at the Executive shall not be required to devote Company’s offices in Little Falls, New Jersey or (ii) expend more than 240 ten hours in any twelve-a month period to such services, which shall be performed at during the first year of the consulting term nor more than five hours a time and place mutually convenient to both parties. For his month during the remainder of the consulting term. 4.3.2 In consideration for the consulting services, the Executive shall receiveCompany agrees to pay Employee a Consulting Fee, as a consulting feedefined below, compensation at commencing on the rate first anniversary of $250,000 per annum, payable in equal monthly installmentsthe termination date and continuing on each of the next four anniversaries thereafter. The consulting fee Consulting Fee shall be equal to $100,000 per year as adjusted upwardpursuant to the terms of this paragraph. Commencing August 1, as 2004, the Consulting Fee shall be increased annually by an amount established by reference to the “Consumer Price Index for Urban Wage Earners and Clerical Workers, New York, New York, all items “Series A-01” published by the Bureau of each January 1 following the beginning Labor Statistics of the Consulting Term to United States Department of Labor (the end of the Consulting Term, in proportion to any increase in the “Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years”). Each such adjustment The base period shall be made retroactively when the month ended May 31, 2003 (the “Base Period”). If the Consumer Price Index for the month next preceding of May in any year, commencing in 2004, is greater than the date of such adjustment becomes available. In additionConsumer Price Index for the Base Period, then the Executive Consulting Fee shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses increased, commencing on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first next anniversary of the date termination date, to the amount obtained by multiplying Base Consulting Fee by a fraction, the numerator of his death or (b) which is the end Consumer Price Index for the month of May of the Consulting Termyear in which such determination is being made and the denominator of which is the Consumer Price Index for the Base Period. IfIn order to enable the Company to obtain the commitment of Employee to make his services available for the consulting relationship contemplated hereby, the Company has assumed the risk of Employee’s death during the Consulting Termterm hereof, and in the event of Employee’s death while this Agreement is in effect, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he Company shall, following such terminationnotice of Employee’s death, forfeit his right pay the remaining severance hereunder to any further consulting fees Employee’s wife or other designated beneficiary on the same installment basis. The severance pay hereunder is in addition to, and shall in no way reduce, amounts payable to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventEmployee under Sections 4.1 and 4.2.

Consulting Services. If this Agreement becomes effective upon the Employment Period shall terminate on December 31occurrence of any contingency set forth in Section 19 other than subsection 19(b) or (c), 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on upon the date of termination that occurrence Executive shall hold himself available to the Company for providing consulting services to it as an independent contractor at mutually agreeable times and places; and the Company shall have the right to call upon Executive, so long as Executive is able, for up to 8 days of consulting services per year to provide information concerning matters that occurred, were developed, or were determined while Executive was a full-time or part-time employee of the Employment TermCompany. Unless otherwise agreed, the Executive those consulting services shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board be rendered at a place and time mutually agreed (but within 25 miles of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience residence at the time) and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation paid at the rate of $250,000 1,500 per annum, payable in equal monthly installmentsday (or up to 100 hours of consulting services per year at an hourly rate to be agreed upon). The Any other consulting fee services shall be adjusted upwardprovided if, as of each January 1 following as, and when the beginning parties may agree. Notwithstanding any of the other provisions of this Agreement, the Term of Consulting Term to Services will automatically terminate upon Executive's death and thereupon all payments and non-vested benefits payable hereunder and under Section 3 above shall cease, except for any death benefits and any survivor benefits for his spouse which are provided under the end of Company's employee plans and except for the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined retirement benefits set forth in Section 4.4, between the December levels of the two immediately preceding years9 for any surviving spouse. Each such adjustment Those retirement benefits shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated paid pursuant to Section 10.29 commencing after Executive's 68th birthday would have occurred, and except that the Boardsurviving spouse may elect, by written notice given to the Executive (before Company's President or Secretary, to receive early retirement benefits as provided in Section 10 below, in which case the Executive provisions of Section 9 below shall recover from such disability) apply, except that the initial retirement wage benefit shall be calculated as provided in Section 10. The Company may terminate the Executive's consulting servicesservices due to Executive's permanent disability, as determined by the Executive Board of Directors in good faith based on the certification of an independent M.D., and thereupon all payments and non-vested benefits under this Section 4 and under Section 3 shall have no further obligation to perform consulting services for Chris-Craft cease except that the disability and retirement benefits shall be entitl▇▇ ▇▇ receive compensation at paid in accordance with the rate provisions of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting TermSections 9, he shall10, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event11 below.

Consulting Services. If the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render to Chris-Craft ▇▇▇▇▇-Craft such consultation a▇▇ ▇▇vice and advice as the Board of Directors or the Chief Executive Officer of Chris-Craft ▇▇▇▇▇-Craft may request, subjec▇ ▇▇ subject to the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 100,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft ▇▇▇▇▇-Craft senior executives a▇▇ ▇▇ and to the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft ▇▇▇▇▇-Craft during the Consulti▇▇ ▇▇rm Consulting Term other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft ▇▇▇▇▇-Craft and shall be entitl▇▇ ▇▇ entitled to receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft ▇▇▇▇▇-Craft shall be entitled i▇ ▇▇▇h in such event.

Consulting Services. If the Employment Period shall terminate on December 31, 2004 orNotwithstanding Section 3.1 hereof, if earlierthe Company delivers to Executive notice of his termination of employment without Cause or Executive delivers to the Company notice of his resignation for Good Reason, on account Executive shall continue (i) at the Company's election, in its sole discretion, as a full-time employee of disability, then during the five-year Company for a period (the "Consulting Term") beginning on up to six months following the date of termination such notice ("Transition Period") and (ii) as a part-time, casual employee of the Employment TermCompany for a period of one year following the later of the date of such notice or the last day of the Transition Period ("Consulting Period"). During the Transition Period, Executive EXHIBIT 10.18 shall be assigned such duties and responsibilities, not inconsistent with his position, duties and responsibilities as a senior executive officer of the Company, as the Chief Executive Officer or Board of Directors of the Company may reasonably and in good faith request, including, but not limited to, ensuring an orderly transfer of his duties and responsibilities to his successor. During the Consulting Period, Executive shall render to Chris-Craft such be reasonably available for consultation a▇▇ ▇▇vice as by the Chief Executive Officer and/or the Board of Directors or of the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activitiesCompany; provided, however, that the Executive may render such consulting services at times and in a manner reasonably convenient to him and his then current employer, if any (including, but not limited to, by telephone) and shall not be required to devote more than 240 maintain office hours or engage in any twelve-month period business travel. The Company acknowledges and agrees that Executive shall have the right to such servicesobtain new employment during the Consulting Period, which Executive's consulting services hereunder shall be performed at a time secondary to any new employment and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable not be obligated in equal monthly installmentsany way to disclose any propriety or non-public information regarding his current employer. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ for his services during the reimbursement of expenses on the level made available Transition Period to the Executive immediately same compensation and benefits to which he was entitled from the Company prior to the termination of the Employment Termsuch period. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than paid for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die services during the Consulting TermPeriod a lump sum in an amount equal to his Annual Pay, his estate shal be entitled to receive payable on the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting TermPayment Date. If, during the Consulting Term, the Executive shall be disabled from performing promptly reimbursed for all out-of-pocket business expenses incurred by the Executive in connection with his consulting servicesservices to the Company during a Transition Period and the Consulting Period, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start subject to documentation in accordance with generally applicable policies of the Consulting Term and Company. To the extent permitted by applicable law, Executive shall not be liable to the Company for any damages arising from any act or omission of Executive during a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, Transition Period and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventPeriod.

Consulting Services. If (a) During the Employment Period shall terminate on December 31Severance Period, 2004 orand for a period up to 2 years, if earlieror such earlier date as is determined by the Company, on account Executive will remain available to answer questions and provide such other transitional consulting services relating to Executive’s areas of disability, then during expertise and work experience as are reasonably requested from time to time by the five-year period Company (the "“Consulting Term") beginning on Services”). Executive acknowledges and agrees that Executive will not be entitled to compensation for providing such consulting services other than the date payments and benefits expressly set forth herein. For the avoidance of termination of the Employment Termdoubt, the parties intend for Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice incur a “separation from service” within the meaning of Section 409A (as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upwarddefined below), as of each January 1 the Separation Date and, accordingly, the level of services Executive provides following the beginning Separation Date will in all events be less than 20% of the average level of bona fide services performed by Executive for the Company and its subsidiaries as an employee prior to the Separation Date. (b) The Parties agree that, subject to Executive’s continued compliance with the Restrictive Covenants and Executive’s execution and delivery to the Company of the Bring-Down Release within 21 days following the Separation Date (and the Bring-Down Release becoming effective and irrevocable), Executive’s performance of Consulting Term Services hereunder will constitute Executive’s Continuous Service under and within the meaning of the Company’s Omnibus Incentive Plan and Executive’s option award agreements thereunder such that the outstanding Company stock options held by Executive as of the Separation Date will (i) to the extent unvested as of the Separation Date, continue to vest in accordance with their existing terms during the period of time following the Separation Date that Executive provides such Consulting Services and (ii) remain exercisable in accordance with their terms while Executive continues performing the Consulting Services and for 90 days thereafter (or, with respect to any such options granted to Executive prior to June 14, 2016 such later date as is provided under Section 2(b)(iii)), provided that if the Company terminates the Consulting Services prior to expiration of the Severance Period other than due to Executive’s material breach of this Agreement, clauses (i) and (ii) of this Section 3(b) shall apply to Executive’s options as if Executive continued to perform Consulting Services throughout the remainder of the Severance Period. Notwithstanding anything in this Section 3(b) to the contrary, no option will remain outstanding past the original expiration date of such option and each option will in all events remain subject to earlier termination in connection with a corporate transaction or event in accordance with the terms of such stock option. (c) The Company will pay Executive consulting fees of $12,500 per calendar quarter of Consulting Services performed, prorated for any partial quarter and paid in arrears within 15 days following the end of the Consulting Termapplicable calendar quarter, in proportion to any increase with first payment due in the Consumer Price Index, as defined in Section 4.4, between quarter following the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventSeparation Date.

Consulting Services. (a) If the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination a Change in Control of the Employment TermCompany shall occur while the Executive is an employee of the Company and if the Executive's employment with the Company is terminated by the Executive subsequent to a Change in Control other than for Retirement or Good Reason and has not or could not have been terminated at that time by the Company for Cause, death or Disability, the Executive shall have the right, upon written notice to the Company within thirty days following the termination of employment, to continue as a consultant to the Company for a period of one year, commencing on the date the notice of the election to render such services is delivered to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors or Company. Notwithstanding the Chief Executive Officer of Chris-Craft may requestforegoing, subjec▇ ▇▇ if the Executive's reasonable convenience employment with the Company is terminated by the Executive less than ninety days after the Change in Control for any reason, the Executive shall not have the right to continue as a consultant to the Company as provided in this Section 3. During the one-year consulting period, the Executive shall be regarded as an independent contractor and other not as an employee of the Company and shall render advisory services concerning the business activities; providedaffairs of the Company with which the Executive shall have had substantial familiarity in the course of his prior employment responsibilities. During the one-year consulting period, however, that the Executive shall not be required to devote more than 240 hours in any twelve-one day each week and three days each calendar month period to such services, and shall not be required to render any services at a distance of more than fifty miles from his then home, it being understood that the Executive may move from the area in which he presently resides. The Executive's consulting services under this Agreement shall be performed required only at a time times and place mutually convenient places consistent with his other employment or with his private activities. (b) In consideration for the Executive's agreement to both parties. For his provide consulting services, the Company shall pay to the Executive not later than the fifth day following the date the Executive provides notice under Section 3 (a) an amount equal to the Executive's base salary (determined on an annual basis using the 9 rate in effect on the date of the termination of employment) plus bonus; provided, however, that if the Executive's base salary or bonus cannot be finally determined on or before such day, the Company shall pay to the Executive on such day the estimated minimum amount of such compensation, as determined in good faith by the Company and (i) the Company shall pay to the Executive any deficiency in such estimated amount as soon as it can be finally determined but in no event later than the thirtieth day after the date of termination or (ii) the Executive shall receiverepay to the Company, not later than the fifth day after demand by the Company, any excess of such estimated amount over the Executive's compensation as a consulting feefinally determined (in each case, compensation together with interest at the rate of $250,000 per annum, payable provided in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning Section 7872(f)(2)(A) of the Consulting Term Code.) (c) The Company shall, at its expense, provide the Executive, for the one-year consulting period, life, health, dental, long-term disability and accident insurance substantially similar to the end insurance in effect and provided by the Company at the time of the Consulting Term, in proportion election to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, render consulting services and all other benefits and perquisites substantially similar to those which the Executive shall be entitled was eligible to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive receive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventelection.

Consulting Services. If For the Employment Period shall terminate period commencing on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning Separation Date and ending on the date of termination that is 12 months following the Separation Date (the “Consulting Term”), Executive agrees to be available to provide such consulting services as may be reasonably requested from time to time by the Chairman of the Employment Company’s board of directors (or successor thereof) in order to ensure the Company’s access to Executive’s institutional knowledge of the Company and its business (the “Consulting Services”); provided that the maximum number of hours per month of Consulting Services shall not exceed 20 without Executive’s consent and shall not interfere with Executive’s ability to accept employment with, or perform the duties owed to, any future employer. During the Consulting Term, the relationship of Executive to the Company will be that of an independent contractor, and Executive shall render have no authority to Chris-Craft such consultation a▇▇ ▇▇vice as bind or represent the Board of Directors Company and the Company shall have no right to direct or control the Chief manner in which Executive Officer of Chris-Craft may requestperforms the Consulting Services hereunder. Nothing in this Agreement shall be construed to create, subjec▇ ▇▇ during the Executive's reasonable convenience Consulting Term, any association, partnership, joint venture, employment, or agency relationship between Executive and other business activities; providedthe Company for any purpose. During the Consulting Term, however, that the Executive shall not be required eligible to devote more than 240 hours participate in any twelve-month period vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to such services, which shall be performed at a time and place mutually convenient to both partiesits employees (other than in connection with the provision of the COBRA benefits described herein). For his consulting services, Within 30 days of the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning commencement of the Consulting Term, the Company shall provide Executive with a cash payment of $80,000 as compensation for Executive’s Consulting Services (the “Consulting Cash Payment”). During the Consulting Term, Executive shall not be entitled to any cash compensation from the Company other than the Consulting Cash Payment, for such Consulting Services, and in addition to the Consulting Cash Payment Executive shall be entitled to continued vesting of Executive’s time-based Company Equity Awards as if Executive remained employed by the Company. The Consulting Term may be extended on terms mutually agreeable to the Company and Executive. Unless the Company has grounds to terminate the Consulting Services for Cause (within the meaning of the Policy), the Company may not terminate the Consulting Services prior to the 12 month anniversary of the Separation Date. As Executive will continue to be a service provider during the the Consulting Term, the post-termination exercise period on any outstanding options shall commence after the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event.

Consulting Services. (a) If the Employment Period shall terminate on December 31Employee’s full-time employment by the Company pursuant to this Agreement is terminated for any reason, 2004 orexcept for termination by reason of death, if earlierPermanent Disability, on account for Cause, or by voluntary resignation by the Employee and Section 14(b) is inapplicable, the Employee may elect to provide consulting services to the Company as an independent contractor for a period of disability, then during up to 120 months following notice to the five-year period (the "Consulting Term") beginning on the date of termination Company of the Employment Term, Employee’s election to provide such services. Any election to provide such services must be given to the Executive shall render Company within 90 days after the Date of Termination. If the Employee elects to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to provide such services, which the Company shall be performed pay the Employee no less frequently than monthly at a time and place mutually convenient an annual rate equal to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate 70% of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as Employee’s Base Salary (defined in Section 4.412(c) above) (such payment shall be in addition to, between and not in lieu of, any amounts paid or payable to the December levels Employee pursuant to Section 14 by reason of the two termination of his employment). Employee shall provide not less than 60 hours of consulting services per month. Notwithstanding the foregoing, the Employee shall in no event provide services to the Company at an annual rate that is 50% or more of the services rendered, on average, during the immediately preceding yearsthree full calendar years of employment. Each such adjustment For purposes of this Section 15, the annual rate of providing services shall be made retroactively when determined based on the Consumer Price Index for measurement used to determine the month next preceding Employee’s base compensation. (b) While providing consulting services to the date of such adjustment becomes available. In additionCompany pursuant to this Section 15, the Executive Employee and his dependents shall be entitled to participate in each the Company’s life, medical and dental insurance plan benefits that the Company has adopted or medical or health plan generally available may adopt for the benefit of its executive officers under the terms and conditions of such insurance coverage. If the Employee and his dependents are not eligible to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available participate in such benefits pursuant to the Executive immediately prior terms of coverage, the Company will seek to obtain substantially similar individual coverage. The Company shall reimburse the Employee for his reasonable business expenses incurred while providing such consulting services in accordance with Section 9 of this Agreement and shall provide appropriate office space and secretarial support. The Company acknowledges that while the Employee is providing consulting services pursuant to this Section 15, he will be an “Eligible Individual” under the Company’s 2001 Omnibus Stock Incentive Plan as currently in effect. The Employee agrees to be bound by the provisions of Section 20 during the time the Employee provides such services (and thereafter in the case of Section 20(a)). The consulting services and the Company’s obligations under this Section 15 shall terminate automatically upon the Employee’s death or Permanent Disability and may be terminated by the Company for Cause or by the Employee for any reason. The Date of Termination shall be determined in accordance with Section 13(e) of this Agreement. Within 30 days of such termination, the Company shall pay to the Employee all accrued but unpaid consulting fees and unpaid expense reimbursements. Except as set forth in this Section 15, the Employee shall not be entitled to any severance or other benefits compensation set forth in this Agreement with respect to any termination of consulting services. 3. Capitalized terms used without other definition in this First Amendment shall have the meanings given to them in the Employment Agreement. 4. Except as modified by this First Amendment, all other terms and conditions of the Employment TermAgreement shall remain in full force and effect. 5. In the event that the Executive The validity, interpretation, construction and performance of this First Amendment shall be discharged governed by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder laws of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled State of California without regard to receive the full consulting fee payable hereunder until the earlier to occur its conflicts of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventlaw principles.

Consulting Services. If Provided the Employment Period shall terminate on Executive executes this Agreement and, on, or within 10 working days following, 31 December 312017, 2004 orfurther executes the general release of claims attached hereto as Exhibit A, if earlier, on account of disability, then during the five-year period following provisions regarding consulting services and fees will apply. (a) During the "Consulting Term") beginning on the date of termination of the Employment TermTerm (as defined below), the Executive shall render provide such consulting services to Chris-Craft such consultation a▇▇ ▇▇vice the Company commensurate with his status and experience as the Board former Deputy Executive Chairman of Directors or the Company with respect to such matters as shall be reasonably requested from time to time by the Chief Executive Officer of Chris-Craft the Company or his designee. Such services shall include his continued participation on the Company’s behalf and leadership on the Insurance Development Forum, and other related projects or services as may requestbe reasonably agreed between the Executive and the Company. The Executive shall not, subjec▇ ▇▇ by virtue of the consulting services provided hereunder, be considered an officer or employee of the Company, and he shall have no power or authority to contract in the name of or bind the Company or its Affiliates. As an independent contractor, the time, manner, mode, method and means used by the Executive in the performance of services shall be of the Executive's reasonable convenience ’s selection and other business activities; provided, however, that under the sole control and direction of the Executive. The Executive shall not be required to devote more than 240 hours responsible for all risks incurred in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning operation of the Consulting Term to Executive’s business and shall enjoy all the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes availablebenefits thereof. In addition, the Executive and the Company will comply, at their own expense, with the provisions of all state, local, and federal laws, regulations, ordinances, requirements, and codes which are applicable to them in respect of the performance of services hereunder. (b) During the Consulting Term, in consideration of the services to be provided by the Executive to the Company described herein and in consideration for the covenants of the Executive set forth herein, provided the Executive has complied, and continues to comply, with the terms of this Agreement, the Company shall pay the Executive a fee (the “Consulting Fee”) in the amount of $2,500,000.00, and payable in the following manner: (i) $1,667,500 will be paid to Executive on or by 31 January 2018, and (ii) $832,500 will be paid to Executive on or by 31 May 2018. The Executive shall not be entitled to participate in each insurance plan any employee benefit plans maintained by the Company or medical or health plan generally available any of its Affiliates by reason of his consulting services under this Agreement. (c) The period during which the Executive will be retained by the Company to Chris-Craft senior executives a▇▇ ▇▇ provide the reimbursement of expenses consulting services hereunder shall commence on 1 January 2018 and shall terminate on 30 September 2018, unless sooner terminated as provided in this Section 4(c) (the “Consulting Term”). Notwithstanding the foregoing, the Consulting Term will end on the level made available date of the Executive’s death, the date on which Company terminates the Consulting Term for Cause (as defined below), or if the Executive terminates the Consulting Term for any reason. For purposes of this Agreement, the term “Cause” shall mean the Executive's (a) fraud or dishonesty in connection with the performance or provision by the Executive of his services under this Agreement, (b) material breach of any of the terms, including without limitation the restrictions contained in Section 12, of this Agreement or (c) the Executive’s conviction of, or plea of nolo contendere to, a felony. If the Consulting Term ends prior to 30 September 2018 due to the Executive immediately prior Executive’s death, the Executive’s estate shall remain entitled to receive the Consulting Fee in full, or, if already paid to the termination Executive, shall not be obligated to repay any prepaid portion of the Employment TermConsulting Fee. In the event that of termination of the Consulting Term by the Company for Cause, the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal no longer be entitled to receive the full consulting fee payable hereunder until Consulting Fee to the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within extent any period of 12 consecutive months, or if such disability shall exist portion remains unpaid at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary time of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event.

Consulting Services. If the Employment Period (a) Employer shall terminate on December 31retain Executive, 2004 orand Executive shall serve, if earlier, on account of disability, then as a consultant to Employer during the five-year period from the Effective Date through the second anniversary of the Effective Date (the "Consulting Term") beginning ). During the portion of the Consulting Term ending on the date of termination first anniversary of the Employment Effective Date (the "Initial Period"), Executive shall provide an average of no more than 20 hours of consulting services per week, and Executive acknowledges and agrees that Employer shall be entitled to determine the number of hours of services for each week during such period, but in no event shall Employer request more than 30 hours of services for any such week. During the remaining portion of the Consulting Term (the "Remaining Period"), Executive shall provide such hours of consulting services as may be requested by Employer in its discretion, but in no event shall Employer request more than 20 hours of services for any week during such period. During the Consulting Term, the Executive shall render assist and advise Employer and its employees with respect to Chris-Craft matters in which Executive was involved or had knowledge from his services as an employee of Employer, including by facilitating Employer's efforts to train Executive's successor as Chief Financial Officer. In rendering such consultation a▇▇ ▇▇vice as the Board of Directors or consulting services, Executive shall report to the Chief Executive Officer of Chris-Craft Employer (the "CEO") or to such other person as may be designated from time to time by the CEO. Executive shall perform his services hereunder (i) primarily at the corporate headquarters of Employer in Bristol, Tennessee and at Employer's offices in Princeton, New Jersey, (ii) from time to time, at Employer's request, subjec▇ ▇▇ at locations related to litigation or other legal matters involving or affecting Employer or its affiliates and (iii) at such other locations as may be mutually agreed from time to time by Employer and Executive. Executive acknowledges that his duties and responsibilities hereunder will require him to travel on business from time to time, and for such purposes Employer shall make its corporate aircraft reasonably available to Executive. Any time spent by Executive in connection with such travel shall be credited against the consulting services Executive is required to provide pursuant to this Article II. Executive may perform his consulting services hereunder by telephone or email in appropriate circumstances reasonably acceptable to Employer. Executive shall serve Employer in good faith and to the best of Executive's abilities in connection with the performance of his consulting services hereunder. (b) Notwithstanding anything in this Article II to the contrary, in the event that Executive accepts or commences active, full-time employment with any person or entity that is a direct competitor with Employer or its affiliates (as determined by Employer in its reasonable convenience discretion) during the Consulting Term, Employer may, in its Portions of this exhibit were omitted and have been filed separately with the Securities and Exchange Commission pursuant to an application requesting confidential treatment; [*] denotes omissions. reasonable discretion, elect to (i) continue the consulting arrangements described in this Article II on the terms and conditions set forth herein or (ii) terminate such arrangements (other than Employer's obligation under Section 2.02 to pay the retainer during the Initial Period) effective as of a date specified by Employer. Following the effective date of any such termination, (i) Executive shall have no obligation under this Article II to provide consulting services to Employer and (ii) Employer shall have no obligation under this Article II to pay any amount to Executive (other than any retainer earned but unpaid under Section 2.02 and any business activitiesexpense incurred but not reimbursed under Section 2.03, in each case as of the effective date of such termination); provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further effect on (A) Employer's obligation under Section 2.02 to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at pay the rate of one-half of retainer during the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination Initial Period or (bB) the end any other provision of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Termthis Agreement, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event.including Executive's obligations under Article I.

Consulting Services. If From the Employment Period shall terminate on December 31Effective Date until July 1, 2004 or, if earlier, on account of disability, then during the five-year period 2012 (the "“Consulting Term") beginning on the date of termination of the Employment TermPeriod”), the Executive shall render make himself available, on a reasonably timely basis given the nature of the matter, to Chris-Craft such consultation aprovide advice, assistance, or information (the “Consulting Services”), as requested by the Company in writing, by the Company’s Chief Executive Officer, R▇▇▇▇▇▇ ▇▇vice as the Board of Directors ▇▇▇, or the Chief Executive Officer of Chris-Craft may requestCompany’s General Counsel, subjecK▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇, subject to the Executive's reasonable convenience provisions of this Paragraph. (a) Consulting Services include, without limitation, providing strategic advice to the Company, providing information the Executive has learned while employed by the Company, and other assisting the Company in connection with any matters, including legal proceedings involving the Company or any of its current or former officers, directors, employees, or agents, concerning matters or areas in which the Executive had knowledge or information while employed by the Company. (b) The Executive shall be paid a retainer fee for his Consulting Services in the amount of fifty thousand dollars ($50,000), for which the Company will issue the Executive a Form 1099-MISC. This $50,000 lump sum payment shall be paid to the Executive within ten (10) business activities; provideddays of the Effective Date. The Executive must submit a written certification of the amount of time expended for Consulting Services performed in any given month within ten (10) business days after the end of that month. Notwithstanding the foregoing, however, that the Executive shall not be required to devote provide more than 240 twenty (20) hours of Consulting Services in any twelve-month period to such servicesduring the Consulting Period unless the Executive and the Company mutually agree in advance, which shall be performed at in a time and place mutually convenient to writing signed by both parties. For his consulting services, that the Executive shall receiveprovide Consulting Services in excess of twenty (20) hours in that specific month. For clarification purposes, as a consulting fee(i) nothing contained herein shall obligate the Company to request any amount of Consulting Services from the Executive, compensation at (ii) the rate of fifty thousand dollars ($250,000 per annum, payable in equal monthly installments. The consulting fee 50,000) shall be adjusted upwardpaid to the Executive irrespective of whether the Company requests Consulting Services from the Executive, as and (iii) no additional remuneration beyond the fifty thousand dollars ($50,000) shall be paid to the Executive for the Consulting Services, with the exception of each January 1 following reimbursement for reasonable expenses incurred by the beginning Executive in connection with the provision of Consulting Services to the Company. (c) The Executive shall remain without interruption throughout the term of the Consulting Term Period, an independent contractor, and the Executive’s services as an employee shall be presumed terminated throughout the Consulting Period. The Executive agrees that he is not and will not become an employee of the Company during the Consulting Period, and that he is not entitled to the end rights and privileges of employment that are extended to the Company’s employees. The Executive understands and agrees that he will be provided a Form 1099-MISC for the remuneration paid to him for the Consulting Services. The Executive understands and agrees that he shall be solely responsible for the payment of any and all individual income tax obligations which may be due and owing as a result of receiving the consideration provided for in this Paragraph (“Executive Tax Responsibilities”). The Executive agrees to indemnify and hold the Company harmless for any and all claims, costs, damages, fees, penalties, interest, or any other losses imposed upon the Company by the Internal Revenue Service or other government taxing authority for failure of the Consulting Term, in proportion Executive to any increase in fulfill the Consumer Price IndexExecutive Tax Responsibilities, as defined in Section 4.4herein. (d) The attorney-client privilege, between the December levels of work-product doctrine, and all other applicable privileges shall apply to the two immediately preceding years. Each such adjustment shall be made retroactively when Consulting Services provided by the Consumer Price Index for Executive to the month next preceding the date of such adjustment becomes availableCompany. In addition, the Executive shall be entitled agrees not to participate in each insurance plan disclose any information to any third party at any time that is protected by the attorney-client privilege, the work-product doctrine, or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement any other applicable privilege, irrespective of expenses on the level made available whether such information became known to the Executive immediately before or after the Effective Date, unless expressly and specifically authorized to do so in a writing signed by Chief Executive Officer of the Company or SVP and General Counsel of the Company. (e) The Executive covenants and agrees not to disclose, directly or indirectly, at any time, whether voluntarily or involuntarily, to anyone not an employee of the Company, and not to use at any time, except in the course of providing Consulting Services to the Company pursuant to this Paragraph or cooperation to the Company pursuant to Paragraph 13, any secret or confidential information of the Company or any parties dealing with the Company, unless the Executive shall first secure the consent of the Company’s Chief Executive Officer in writing or unless the Executive shall involuntarily be required to do so by a court having competent jurisdiction. The Executive further covenants and agrees that every document, computer disk, computer software program, notation, record, diary, memorandum, development, investigation, or the like, and any method or manner of doing business of the Company (or containing any other secret or confidential information of the Company) made or acquired by the Executive at any time, is and shall be the sole and exclusive property of Company. The Executive shall deliver the same (and every copy, disk, abstract, summary, or reproduction of same made by or for the Executive or acquired by the Executive) whenever the Company may so require and in any event prior to or at the termination of the Employment TermConsulting Period. In the event that It is understood and agreed by the Executive that all information of the Company developed or used by its officers, consultants, or employees or acquired by the Company from anyone not an officer, consultant, or employee shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless considered to be entitled to continue to receive his full consulting fee, secret and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice confidential to the Executive (before the Executive shall recover from extent and for so long as such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and information is not available to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventgeneral public.

Consulting Services. If a. Upon the effective date of his termination as set forth in paragraph 1 above, Phansalkar's status will be changed to that of Consultant. The term of the consultancy will continue until and including two (2) years from the date this agreement is entered into ("Term"). During the Term, ▇▇▇▇▇▇▇▇▇▇ will provide nonexclusive consulting services as reasonably requested by the Board or its designee, at the Company's option. Consulting services shall be provided at reasonable and mutually convenient times and locations or through written communications. ▇. ▇▇▇▇▇▇▇▇▇▇ will provide such assistance and consultation as may be reasonably requested by the Board or its designee on matters including, but not limited to, strategic relations; business plans and currently pending transactions; and currently pending or future litigation or threatened litigation. ▇. ▇▇▇▇▇▇▇▇▇▇'▇ fee for his agreement to render the above services will be Two Hundred Fifty Thousand Dollars ($250,000.00) per annum to be paid on monthly installments, one month in advance. The initial payment shall be paid no later than ten (10) days following the effective date of this Agreement. However, in the event Phansalkar's is receiving salary continuation payments under the Employment Period shall terminate on December 31Agreement to which this Agreement is Exhibit A, 2004 or, if earlier, on account of disability, then ▇▇▇▇▇▇▇▇▇▇ will not be entitled to any fees under this Consulting Agreement during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render to Chris-Craft such consultation a▇▇ for which salary continuation is being received by ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available▇▇▇▇▇▇▇. In addition, the Executive shall be entitled to participate in each insurance plan Company will pay or medical or health plan generally available to Chris-Craft senior executives areimburse ▇▇▇▇▇▇▇▇▇▇ for reasonable expenses incurred by ▇▇▇▇▇▇▇▇▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing rendering his consulting services, including reasonable travel and such disability lodging expenses, in fulfillment of his consulting services. The Company will continue to provide ▇▇▇▇▇▇▇▇▇▇ with an active e-mail address, and with services of an assistant for the performance of his consulting services, all at the Company's expense. For income tax purposes, ▇▇▇▇▇▇▇▇▇▇ will be treated as an independent contractor effective with the first payment hereunder. d. If there is a material breach of a term of this Agreement by Company, which is not cured by Company within 60 days of written notice from ▇▇▇▇▇▇▇▇▇▇ of the breach, then all payments payable under this Agreement are immediately due and payable and ▇▇▇▇▇▇▇▇▇▇ will have no obligations under this Agreement. If ▇▇▇▇▇▇▇▇▇▇ dies or becomes Permanently Disabled before expiration of Term, all payments payable under this Agreement are immediately due and payable to ▇▇▇▇▇▇▇▇▇▇ (or his legal representative as the case may be) and ▇▇▇▇▇▇▇▇▇▇ (nor any related persons or entities) will not have any obligations under this Agreement. For purposes of this Agreement, Permanent Disability shall continue be defined as any physical or mental illness or incapacity which renders ▇▇▇▇▇▇▇▇▇▇ incapable of fully performing the consulting services provided for herein for a period aggregating 120 days in any twelve month period ending before expiration of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting TermUpon request, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall Company will be entitled i▇ ▇▇▇h eventprovided with medical verification of Permanent Disability.

Consulting Services. If a. Upon the effective date of his termination as set forth in paragraph 1 above, ▇▇▇▇▇'▇ status will be changed to that of Consultant. The term of the consultancy will continue until and including two (2) years from the date this agreement is entered into ("Term"). During the Term, ▇▇▇▇▇ will provide nonexclusive consulting services as reasonably requested by the Board or its designee, at the Company's option. Consulting services shall be provided at reasonable and mutually convenient times and locations or through written communications. ▇. ▇▇▇▇▇ will provide such assistance and consultation as may be reasonably requested by the Board or its designee on matters including, but not limited to, strategic relations; business plans and currently pending transactions; and currently pending or future litigation or threatened litigation. ▇. ▇▇▇▇▇'▇ fee for his agreement to render the above services will be Two Hundred Fifty Thousand Dollars ($250,000.00) per annum to be paid on monthly installments, one month in advance. The initial payment shall be paid no later than ten (10) days following the effective date of this Agreement. However, in the event ▇▇▇▇▇'▇ is receiving salary continuation payments under the Employment Period shall terminate on December 31Agreement to which this Agreement is Exhibit A, 2004 or, if earlier, on account of disability, then ▇▇▇▇▇ will not be entitled to any fees under this Consulting Agreement during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render to Chris-Craft such consultation a▇▇ for which salary continuation is being received by ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available▇▇. In addition, the Executive shall be entitled to participate in each insurance plan Company will pay or medical or health plan generally available to Chris-Craft senior executives areimburse ▇▇▇▇▇ for reasonable expenses incurred by ▇▇▇▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing rendering his consulting services, including reasonable travel and such disability lodging expenses, in fulfillment of his consulting services. The Company will continue to provide ▇▇▇▇▇ with an active e-mail address, and with services of an assistant for the performance of his consulting services, all at the Company's expense. For income tax purposes, ▇▇▇▇▇ will be treated as an independent contractor effective with the first payment hereunder. d. If there is a material breach of a term of this Agreement by Company, which is not cured by Company within 60 days of written notice from ▇▇▇▇▇ of the breach, then all payments payable under this Agreement are immediately due and payable and ▇▇▇▇▇ will have no obligations under this Agreement. If ▇▇▇▇▇ dies or becomes Permanently Disabled before expiration of Term, all payments payable under this Agreement are immediately due and payable to ▇▇▇▇▇ (or his legal representative as the case may be) and ▇▇▇▇▇ (nor any related persons or entities) will not have any obligations under this Agreement. For purposes of this Agreement, Permanent Disability shall continue be defined as any physical or mental illness or incapacity which renders ▇▇▇▇▇ incapable of fully performing the consulting services provided for herein for a period aggregating 120 days in any twelve month period ending before expiration of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting TermUpon request, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall Company will be entitled i▇ ▇▇▇h eventprovided with medical verification of Permanent Disability.

Consulting Services. If (a) During the Employment Period shall terminate on December 31Consulting Period, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render provide consulting services to Chris-Craft such consultation a▇▇ ▇▇vice the Company with respect to strategic and operational matters regarding the Company’s business and to assist Executive’s successor, as reasonably requested by the Board of Directors or the Chief Executive Officer of Chris-Craft may requestCompany’s officers (the “Consulting Services”). The Company shall exercise reasonable efforts to avoid conflicts between such requested Consulting Services and Executive’s other commitments, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not exercise reasonable efforts to fulfill the Company’s consulting requests in a timely manner, notwithstanding Executive’s other commitments. (b) In consideration for the Consulting Services, Executive shall be required to devote more than 240 hours in any twelve-month period to such servicespaid a consulting fee of $100,000, which shall be performed at paid in a time and place mutually convenient to both parties. For his consulting services, lump sum within ten days after the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installmentsRetirement Date. The consulting fee Company shall be adjusted upward, as of each January 1 following reimburse Executive for reasonable out-of-pocket expenses incurred in connection with the beginning performance of the Consulting Term to Services, provided that Executive submits receipts for such expenses in a manner consistent with the end of the Consulting Term, Company’s expense reimbursement policies and procedures. (c) Executive agrees that any and all Company property in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment his possession shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In additionreturned on his Retirement Date, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event except that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting TermPeriod, his estate shal be entitled to receive Executive shall retain and have the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary use of the date Company-provided cell phone, at the Company’s expense. Executive shall also retain his current access to the Company’s physical and computer network facilities. (d) Executive assigns to the Company all materials, research, plans, specifications, works of his death authorship and other data and intellectual property generated, conceived or developed in connection with the Consulting Services (bthe “Developed Material”) and any resulting patents, copyrights and other intellectual property rights. Works of authorship in any form of expression, including, manuals, plans, specifications and software developed in connection with the end Consulting Services, are “works for hire” and belong exclusively to the Company. Executive will take all reasonable actions, at the Company’s expense, necessary to transfer to the Company all of Executive’s rights in and to the Developed Material. (e) It is the expectation and intent of the Consulting Term. If, during Parties that the Consulting TermServices will, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term Period and thereafter, consist of services equal to or less than twenty percent (20%) of the average level of services performed by Executive for the Company during the immediately preceding thirty-six (36)-month period and therefore Executive’s termination of employment on the Retirement Date will constitute a “separation from service” within the meaning of Section 409A of the Internal Revenue Code. (f) It is the Parties’ intent that Executive shall render services to the Company during the Consulting Period in the capacity of an independent contractor, and not as an employee of the Company. Accordingly, Executive shall be a continuation responsible for the payment of a disability all taxes on amounts received from the Company for which the Employment Term shall have been terminated pursuant to Section 10.2Consulting Services, and during the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting servicesConsulting Period, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end provision of the Consulting Term. In the event that the Services pursuant to this Agreement will not entitle Executive voluntarily terminates the Consulting Termto be eligible to participate in any Company employee benefit plan, he shall, following such termination, forfeit his right hereunder to any further consulting fees and except to the above-mentioned welfare plan coverageextent that such plans permit retired employee participation. (g) Executive may prior to the Retirement Date and with the Company’s consent, which forfeiture shall constitute the full damages not be unreasonably withheld, assign all of his rights and obligations to which Chris-Craft shall be entitled i▇ ▇▇▇h eventperform Consulting Services to an entity affiliated with Executive.

Consulting Services. If the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render to Chris-Craft ▇▇▇▇▇-Craft such consultation a▇▇ ▇▇vice and advice as the Board of Directors or the Chief Executive Officer of Chris-Craft ▇▇▇▇▇-Craft may request, subjec▇ ▇▇ subject to the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft ▇▇▇▇▇-Craft senior executives a▇▇ ▇▇ and to the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft ▇▇▇▇▇-Craft during the Consulti▇▇ ▇▇rm Consulting Term other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft ▇▇▇▇▇-Craft and shall be entitl▇▇ ▇▇ entitled to receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft ▇▇▇▇▇-Craft shall be entitled i▇ ▇▇▇h in such event.

Consulting Services. If (a) Effective as of the Employment Period shall terminate on Termination Date and continuing through December 31, 2004 or, if earlier, on account of disability, then during the five-year period 2014 (the "“Initial Consulting Term") beginning on the date of termination of the Employment TermPeriod”), the Executive shall render to Chris-Craft such consultation a▇▇▇▇▇▇ ▇▇vice shall serve as a consultant to the Board of Directors or Corporation providing such transitional services as are reasonably requested by the Chief Executive Officer of Chris-Craft the Corporation (the “CEO”) or his designee from time to time (the “Consulting Services”). The Initial Consulting Period may request, subjec▇ be extended upon agreement of ▇▇▇▇▇▇ and the Executive's reasonable convenience CEO for up to two additional 30 day periods following the end of the Initial Consulting Period (the period during which ▇▇▇▇▇▇ provides the Consulting Services, the “Consulting Period”). (b) ▇▇▇▇▇▇ shall receive an hourly cash consulting fee in respect of his provision of the Consulting Services at a rate to be agreed-upon by ▇▇▇▇▇▇ and the CEO from time to time (the “Consulting Fee”). The Consulting Fee shall be paid to ▇▇▇▇▇▇ in such intervals as is determined by the Corporation, but in no event shall it be paid less frequently than monthly. (c) Either ▇▇▇▇▇▇ or the CEO may terminate the Consulting Period at any time prior to the scheduled end of the Consulting Period upon five (5) days of advance written notice to the other business activities; provided, however, that and in the Executive event of such termination the only payment due to ▇▇▇▇▇▇ hereunder in respect of the Consulting Services shall not be required to devote more than 240 hours in any twelve-month period to such servicesunpaid portion of the Consulting Fee, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 paid promptly following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives atermination. (d) ▇▇▇▇▇▇’▇ ▇▇ the reimbursement of expenses on the level made available relationship to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die Corporation during the Consulting Term, his estate shal Period shall only be entitled to receive the full consulting fee payable hereunder until the earlier to occur that of (a) the first anniversary of the date of his death or (b) the end of an independent contractor and he shall perform the Consulting TermServices as an independent contractor. If, during During the Consulting TermPeriod, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h event▇▇▇ shall not (i) have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Corporation or any of its subsidiaries, or to bind such entities in any manner, except as may be authorized in writing by the CEO, and shall not make any contrary representation to any third party, (ii) direct the work of any employee of the Corporation or make any management decisions on behalf of the Corporation or (iii) be entitled to, and shall make no claim to, rights or benefits afforded to the employees of the Corporation or any of its subsidiaries. ▇▇▇▇▇▇ shall be solely responsible for the payment of all taxes relating to the Consulting Fee and no withholding will be made by the Corporation in respect thereof.

Consulting Services. If Upon the termination or expiration of the Employment Period Term of this Agreement for any reason whatsoever, including but not limited to the terminating events listed in Section 9.02 above (a "Terminating Event"), but subject to Employee's compliance with Section 27.03 below, and in consideration of Employee's previous positions and duties with the Company, his knowledge and understanding of the history of the Company and its formation, and his knowledge of confidential and proprietary information of the Company, the Company shall terminate on December 31engage Employee, 2004 oras an independent contractor, if earlier, on account for a period of disability, then during the five-year period ten (10) years (the "Consulting TermPeriod") beginning commencing on the date of first day following the termination or expiration of the Employment TermTerm hereof and shall pay or provide to Employee the Consulting Fee, Health Care Benefits and Tax Reimbursement described in this Section 9.03, on the Executive following terms and conditions: (a) Employee shall render be engaged as an independent contractor to Chris-Craft such provide consultation a▇▇ ▇▇vice as the Board of Directors or and advice to the Chief Executive Officer of Christhe Company. Neither Employee's physical presence, or any travel by Employee, shall be required with respect to the performance of his duties as a consultant during the Consulting Period. Company acknowledges and agrees that the scheduling of any consulting work to be done by Employee during the Consulting Period shall be at such times as shall be mutually acceptable to Employee and the Chief Executive Officer of the Company. The Chief Executive Officer of the Company in requesting consulting services from the Employee shall take into consideration other scheduled activities of the Employee, both business and non-Craft may requestbusiness, subjecand the Employee's health. The Company acknowledges that there is no minimum amount of time Employee is required to perform consulting services hereunder during the Consulting Period and the unavailability of Employee to provide consulting services hereunder or the Company's dissatisfaction with the quality of consulting services provided hereunder shall not be considered to be a breach of this Agreement or reason to terminate Employee's Consulting Engagement. (b) During the Consulting Period, the Company shall pay to Employee an annual consulting fee, in cash, of $350,000 per year (the "Consulting Fee"), the first such payment to be made on the first day following the occurrence of a Terminating Event and continuing on the same day of each year thereafter during the Consulting Period until a total of ten (10) payments have been made as provided herein. (c) The Company, at its expense shall provide to the Employee, his spouse and son, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, during the ExecutiveConsulting Period, health care benefits equivalent to the coverage then being provided by the Company to its executive officers under the Company's reasonable convenience basic health care benefit program in effect at the end of the Employment Term but in no event less than the coverage currently being provided to Employee (the "Health Care Benefits"); provided, however, that if Company is unable to provide such benefits to Employee or his family due to contractual restrictions or eligibility requirements of its group medical plan, the Company will pay to Employee, or his family in the event of Employee's death prior to the end of the Consulting Period, in cash throughout the ten (10) year Consulting Period described herein, the after tax cost to Employee of purchasing equivalent coverage. (d) Employee's engagement as a consultant hereunder by the Company may only be terminated by Company for Cause or due to Employee's death or Disability. In the event of a Termination for Cause the obligations of the Company to Employee hereunder shall cease and shall be of no further force or effect whatsoever. (e) In the event of any termination of this Agreement due to death or Disability during the Employment Term hereof or Employee's engagement as a consultant hereunder, Employee, or in the event of Employee's death, Employee's Designated Beneficiary, shall be entitled to the payment of the Consulting Fee described in Subsection (b) above, the Health Care Benefits described in Subsection (c) above and to the Tax Reimbursement described in Subsection (f) below for the entire Consulting Period or the balance of the Consulting Period then remaining, as the case may be, in the same manner as if Employee's employment or engagement as a consultant had not terminated. In the event of Employee's death without naming a Designated Beneficiary or if a Designated Beneficiary designation has been revoked, all of such payments or benefits required to be paid or provided hereunder shall be made to the Estate of Employee. (f) Employee and the Company hereby acknowledge and agree that during the Consulting Period, Employee's relationship to the Company shall be that of an independent contractor. Employee shall not be considered, under the provisions hereof, or otherwise, as having an employee status with respect to the Company, or as being entitled to participate in any plans or arrangements, pertaining to or in connection with any pension, bonus, profit sharing, group term life insurance, major medical health coverage or other business activitiesfringe benefits which may be afforded to employees of the Company except as provided in this Section 9.03. No deductions shall be made by the Company from the Consulting Fee for withholding taxes or social security taxes, and Employee shall be responsible for payment of such taxes; provided, however, that the Executive Company shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in reimburse Employee upon demand an amount equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion after tax cost to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate Employee of one-half of all self-employment taxes required to be paid by Employee with respect to the consulting fee Consulting Fee payable hereunder until (the earlier to occur "Tax Reimbursement"). Employee shall indemnify and hold harmless the Company from and against any assessment or deficiency made by the Internal Revenue Service or the Department of (a) the first anniversary of such termination or (b) the end Revenue of the Consulting Term. In State of Georgia, or any other taxing authority against the event that the Executive voluntarily terminates Company as a result of Employee's failure to pay any required income tax, self-employment taxes or social security taxes with respect to the Consulting TermFee. (g) The payments and benefits provided to Employee in this Section 9.03 are in lieu of any and all payments, he shallcompensation or other benefits provided for in Sections 3, following 4, 5, 6 and 7 of this Agreement and any payments or benefits provided pursuant to plans or agreements adopted by the Company pursuant to such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventSections.

Consulting Services. If During the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during three (3) years immediately following the five-year period Termination Date (the "Consulting Term"“Consultancy Period”) beginning on you will make yourself available to serve the date of termination of the Employment TermCompany as an independent consultant, the Executive shall render to Chris-Craft performing such consultation a▇▇ ▇▇vice duties and responsibilities as the Board of Directors or the Chief Executive Officer of Chris-Craft the Company, or such officer’s delegate, may requestreasonably request from time to time; provided that: (i) without your consent, subjec▇ ▇▇ you will not be obliged to provide service on more than fifteen (15) days in any calendar quarter; (ii) you shall not provide services to the Executive's reasonable convenience Company on more than one hundred thirty (130) days in any one calendar year, and other business activities; provided(iii) if you have a Disability during the Consultancy Period, however, that the Executive you shall not be required to devote more than 240 hours provide service beyond that which you are reasonably capable of providing in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both partieslight of your Disability. For his consulting servicesDuring the Consultancy Period, the Executive shall receive, as Company will pay you monthly a consulting fee, compensation retainer fee (the “Retainer Fee”) at the annual rate equal to the rate of $250,000 per annumyour base salary in effect immediately before the Termination Date. Notwithstanding the foregoing, if on the Termination Date you are a Specified Employee (as defined by Section 409A of the Internal Revenue Code of 1986), then to the extent required by the Internal Revenue Code, (i) the Company will not commence making payments of the Retainer Fee to you until six (6) months after the Termination Date, at which time the entire amount that had been due to you for the preceding six (6) month period will be paid to you in one (1) lump sum and the remainder of the Retainer Fee will be payable to you in equal monthly installments. The consulting fee shall be adjusted upward; and (ii) for the first six-month period of health insurance coverage as specified in paragraph 4 above, as you must pay for the cost of each January 1 following the beginning of the Consulting Term to this coverage and, at the end of the Consulting Termthis six-month period, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall you will be made retroactively when the Consumer Price Index reimbursed for the month next preceding the date cost of such adjustment becomes availablecoverage. In addition, the Executive shall be entitled to participate in Company will pay you such compensation for each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (day when you provide such consulting services as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, you and the above-mentioned welfare plan coverage, for the remainder of the Consulting TermCompany may agree in writing. If the Executive shall die during the Consulting Term, his estate shal be entitled Amounts payable to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half you on account of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and services you actually provide to the above-mentioned welfare plan coverage, which forfeiture shall constitute Company will not be subject to the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventsix (6) month payment delay.

Consulting Services. If (a) Effective immediately following the Employment Period Resignation Date, you shall terminate on provide consulting services to Cronos Group and will serve in that role until December 31, 2004 or2021, if earlierunless (i) terminated earlier by either you or the Company upon two (2) weeks’ prior notice, on account or by (b) During the Consulting Period, you shall be available for consultation as requested by the Company and Cronos Group and will dedicate up to twenty (20) hours per week during regular business hours where you are located to providing such services. (c) During the Consulting Period, you shall be paid a consulting fee equal to $31,250 per calendar month (pro-rated for any partial calendar months) (the “Consulting Fee”). You shall issue invoices to Cronos Group within seven (7) days following the end of disability, then each calendar month during the fiveConsulting Period. The Consulting Fees shall be payable within thirty (30) days after receipt of each such invoice. You shall not be eligible to participate in any Company benefit programs during the Consulting Period. (d) In performing the consulting services pursuant to this Letter Agreement during the Consulting Period you will be acting and shall act at all times as an independent contractor only and not as an employee, agent, partner or joint venturer of or with the Company, Cronos Group or any of their affiliates. You shall be solely responsible for the payment of all federal, local and foreign taxes that are required by applicable laws or regulations to be paid with respect to the Consulting Fee. 3. Short-year period Term and Long-Term Incentives. Contingent on your execution no earlier than and within five (5) days after the Resignation Date of the Release and Waiver of Claims attached hereto as Exhibit A (the "Consulting Term"“Release”), and subject to: (i) beginning on Section 4 of this Letter Agreement, (ii) your compliance with the date terms and conditions of termination this Letter Agreement, including without limitation providing the consulting services described in Section 2, and the post- employment obligations set forth in Article 7 of the Employment TermAgreement, the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receiveincluding without limitation, as a consulting feerelates to non-competition, compensation at the rate non-solicitation, confidentiality, intellectual property, and return of $250,000 per annumproperty, payable in equal monthly installments. The consulting fee shall be adjusted upward, as consideration of each January 1 following the beginning amounts in excess of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of minimum entitlements under applicable law: (a) the first anniversary Company shall, in full satisfaction of its obligations to you, provide you with an annual bonus in respect of Cronos Group’s 2021 fiscal year in the amount of CAD $343,750, which is based on target performance and prorated based on the number of complete months of such fiscal year up to the Resignation Date, on the same date on which awards under Cronos Group’s Discretionary Short-Term Incentive Compensation Program in respect of the date of his death or 2021 fiscal year are provided to other Cronos Group named executive officers; and (b) Cronos Group shall, in full satisfaction of its obligations to you, continue the end vesting and exercisability of any outstanding and unvested equity awards held by you as of the Consulting TermResignation Date in accordance with the terms and conditions of the applicable award agreements as though you continued to provide services to the Company or Cronos Group until the original vesting dates. IfAny options (including vested and unvested as of the Resignation Date) must be exercised by no later than the date on which each such option’s original exercise term expires, during subject to the Consulting Termterms and conditions of the applicable option award plan. For the avoidance of doubt, the Executive except as set forth in this Section 3(b), your entitlements in respect of any equity-based awards shall be disabled from performing his consulting services, governed by the terms and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start conditions of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, applicable equity award plans and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventapplicable award agreement(s).

Consulting Services. If (a) Executive agrees to provide consulting services to the Employment Company during the period commencing July 1, 2019 and ending August 31, 2019 (the “Consulting Period”). At the election of the Company, the Company may extend the Consulting Period shall terminate on a monthly basis, but not beyond December 31, 2004 or2019, if earlier, by giving Executive written notice of each such monthly extension. The consulting services shall be substantially the kind of services described on account of disability, then during the five-year period Schedule 1 (the "Consulting Term") beginning on the date of termination of the Employment Term“Services”), the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the (i) Executive shall not be required to devote provide the Company with more than 240 75 hours of Services per month, (ii) Executive shall not be entitled to receive additional compensation if he performs a greater number of hours of Services, and (iii) the Consulting Fee payable pursuant to Section 4(b) shall be paid even if the number of hours of Services that the Company requests Executive to perform during any month entails fewer than 75 hours of Service (b) During the initial two months of the Consulting Period, Executive shall receive a consulting fee (the “Consulting Fee”) in the amount of Thirty Five Thousand Dollars ($35,000) per month. If the Consulting Period is extended for any twelve-monthly period(s) after August 31, 2019, the amount of the monthly Consulting Fee and the number of hours of Services to be performed during any month period shall be determined by agreement between Executive and the Chief Executive Officer of the Company, and extension of the Consulting Period shall be subject to the condition that Executive and the Chief Executive Officer shall have reached agreement on the amount of the Consulting Fee and hours of Services for such servicesextension period, and the failure of Executive and the Chief Executive Officer to reach such agreement shall result in the termination of the Consulting Period on the last day of the Consulting Period then in effect. The Consulting Fee shall be paid within ten (10) days after the end of each calendar month. Normal and customary payroll withholdings and deductions shall be made from such payment, and the amount will be reported for tax purposes as required by law. If the Consulting Period is terminated by the Company other than for Default during any month during the Consulting Period (including any extension month), the full Consulting Fee for the month in which termination occurred will be paid. If Executive terminates the Consulting Period, or if the Company terminates the Consulting Period for Default, the Consulting Fee for the month in which termination occurs will be prorated based on a fraction, the numerator of which shall be the number of hours of Services performed at a time by Consultant during that month and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate denominator of $250,000 per annum, payable in equal monthly installments. The consulting fee which shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, 75. (c) If (i) Executive is not in proportion to any increase in the Consumer Price Index, Default as defined in Section 4.413(c), between (ii) Executive has not terminated the December levels consulting relationship, (iii) Executive has not exercised the right of revocation set forth in Section 14, and (iv) if Executive fully performs, in good faith and in a timely manner, all of the two immediately preceding years. Each such adjustment Services requested by the Company, then Executive’s unvested Options shall be made retroactively when continue to vest in accordance with their vesting terms and schedules (other than terms applicable to employment by the Consumer Price Index for Company) during the month next preceding the date of such adjustment becomes available. In additionConsulting Period, the including any monthly extensions. (d) Executive shall not be entitled to participate in each insurance plan any Company welfare, retirement, perquisite, fringe benefit, insurance, equity, or medical other benefit plans during the Consulting Period, other than under COBRA as provided in Section 2. (e) During the Consulting Period, Executive shall have no authority to bind the Company to any contract, agreement, or health plan generally available obligation, and Executive shall not hold himself out as the agent of the Company. (f) The provisions of Section 5(a) and Section 5(b) of Executive’s Employment Agreement, which are incorporated by reference into this Transition Agreement, shall be applicable to Chris-Craft senior executives a▇▇ ▇▇ Executive during the reimbursement of expenses on the level made available Consulting Period, and, subject to the limitations set forth in such Sections 5(a) and 5(b), Executive immediately prior shall disclose and assigns to the termination of the Employment Term. In the event that the Company any and all inventions, discoveries, improvements or intellectual property which Executive shall be discharged by Chris-Craft may conceive or make during the Consulti▇▇ ▇▇rm other than for cause (Consulting Period, and, to the extent permitted by applicable law, all Moral Rights with respect thereto. Section 5(c) of Executive’s Employment Agreement shall also apply with respect to Confidential Information that Executive may learn, develop, or have access to during the Consulting Period. A breach by Executive of any of his obligations under Section 5 of his Employment Agreement shall also constitute a breach of this Transition Agreement and a Default as defined in Section 913(c). (g) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of During the Consulting Term. If the Period, Executive shall die be responsible for all of his own business expenses and shall not be reimbursed by the Company for any costs or expenses incurred by him in performing consulting services, except that if the Company requests that Executive travel to any location other than the Company’s offices or laboratory in the San Francisco Bay Area, the Company shall either provide Executive with transportation and lodging or shall reimburse Executive for reasonable travel and lodging expenses incurred by him, subject to the Company’s policies for travel expenses and provided that he provides invoices for such expenses. (h) Subject to Section 13, the Company agrees that Executive may provide consulting services or services as an employee or partner to other companies or business organizations during the Consulting TermPeriod, provided that (i) so doing does not unreasonably interfere with his estate shal be entitled ability to receive provide at least 75 hours of Services per month to the full consulting fee payable hereunder until Company at such times and place as the earlier Company may reasonably require; and (ii) he will provide services exclusively to occur the Company in fields of (ax) blood or urine tests for the first anniversary diagnosis or detection of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting servicescancer, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disabilityy) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventimmunology.

Consulting Services. If Upon the Employment Period shall terminate on December 31, 2004 or, if earlier, on account approval of disability, then during this Agreement by the five-year period shareholders of LTC (the "Consulting TermApproval Date") beginning the following provisions shall become effective from the Approval Date until the Effective Time of the Merger or the termination of this Agreement pursuant to Section 9.1 (the "Bridge Period"): (a) PLL shall retain LTC as a consultant during the Bridge Period and LTC shall provide management and technical services to PLL. Management services shall include, without limitation: general management services including executive functions, supervisory support, capital raising support, corporate strategy development, strategic alliance development and negotiations, financial planning services; strategic planning services; sales, marketing and business development services. Technical services shall include, without limitation, research and development services, engineering, and other technical assistance and advice related to the development and manufacturing of lithium polymer rechargeable cells (the "Services"). PLL shall request such Services in writing and specify: (i) Nature of work to be performed; (ii) Date on which assignment is to begin; (iii) Length of assignment; and (iv) Individual who will coordinate for PLL. (b) Each work assignment shall be governed by the terms and conditions of this Agreement, the terms and conditions of the work assignment, and by such supplementary written amendments of this Agreement or the work assignment as may be from time to time executed between the parties. (c) In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any work assignment, the terms and conditions of the work assignment shall govern. (d) The Services shall be performed both at the LTC facilities and the facilities of PLL as designated by PLL. (e) LTC's staff are not nor shall they be deemed to be at any time during the term of this Agreement to be employees of PLL. 52 (f) PLL shall have the right to interview any prospective new hire of LTC and may in its sole discretion reject any such person upon written notice to LTC (g) PLL shall be responsible for the technical direction of the Services performed by LTC's staff. LTC shall be responsible for supervision and general control of its staff and shall provide only personnel who are and remain acceptable to PLL to carry out this responsibility. (h) LTC shall instruct its employees to use the same care and discretion with respect to PLL's confidential information that they use with respect to LTC's confidential information. (i) The work product and New Technology resulting from LTC's services to PLL hereunder is hereby deemed assigned and shall belong exclusively to PLL. PLL shall have the exclusive right to obtain copyrights, registrations and such other proprietary protections on the New Technology as it wishes. LTC will provide PLL with all assistance reasonably required to protect said rights, at PLL's expense. "New Technology" means all inventions, patents, know-how, trade secrets, information, data, manufacturing processes, designs, ideas, and the like and any new or improved process, method or design change to LTC technology existing prior to the date of termination of the Employment Term, the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors this Agreement and developed by LTC or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding PLL on or after the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventAgreement.

Consulting Services. If the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year period (the "Consulting Term") beginning on the date of termination of the Employment Term, the Executive shall render to Chris-Craft ▇▇▇▇▇-Craft such consultation a▇▇ ▇▇vice and advice as the Board of Directors or the Chief Executive Officer of Chris-Craft ▇▇▇▇▇-Craft may request, subjec▇ ▇▇ subject to the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his her consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 100,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft ▇▇▇▇▇-Craft senior executives a▇▇ ▇▇ and to the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft ▇▇▇▇▇-Craft during the Consulti▇▇ ▇▇rm Consulting Term other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he she shall nevertheless be entitled to continue to receive his her full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his her estate shal shll be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his her death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his her consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft ▇▇▇▇▇-Craft and shall be entitl▇▇ ▇▇ entitled to receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he she shall, following such termination, forfeit his her right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft ▇▇▇▇▇-Craft shall be entitled i▇ ▇▇▇h in such event.

Consulting Services. If the Employment Period shall terminate on December 31, 2004 or, if earlier, on account of disability, then during the five-year (a) For a period (the "Consulting Term") beginning on the date of termination Termination Date and expiring on the first anniversary of the Employment TermTermination Date (the “Initial Consulting Period”), Employee agrees to make himself reasonably available to consult with Valeant as reasonably requested by Valeant from time to time (the “Services”); provided that it is the intent that such Services (together with any other services provided by Employee to Valeant) shall not exceed twenty percent (20%) of the average level of services that Employee performed during the three (3) year period prior to the Termination Date. Effective as of the expiration of the Initial Consulting Period, the Executive shall render term of this Agreement may be renewed for additional one (1) month periods thereafter (each, a “Renewal Period”); provided that Valeant and Employee mutually agree to Chris-Craft such consultation a▇▇ ▇▇vice extend the term of this Agreement at least thirty (30) days prior to the expiration of the Initial Consulting Period or any Renewal Period, as applicable. The Initial Consulting Period, together with any Renewal Periods, is referred to herein as the Board of Directors or “Consulting Period.” Notwithstanding the Chief Executive Officer of Chris-Craft foregoing, Valeant may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of terminate the Consulting Term Period by providing written notice at any time prior to the end of the Initial Consulting Term, in proportion Period at least thirty (30) days prior to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan termination or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft at any time during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or any Renewal Period. (b) In all matters relating to the end Services, Employee shall be acting as an independent contractor. Neither Employee, nor any affiliated employees or subcontractors, shall be the agent(s) or employee(s) of Valeant under the meaning or application of any federal or state laws, including but not limited to unemployment insurance or worker’s compensation laws. Employee will be solely responsible for all income, business or other taxes imposed on the recipient and payable as a result of the Consulting Termfees paid for the Services. If, during the Consulting Term, the Executive Employee shall be disabled from performing his consulting services, and such disability shall continue for a period not sign any agreement or make any commitments on behalf of six consecutive months or for an aggregate of six months within any period of 12 consecutive monthsValeant, or if such disability bind Valeant in any way, nor shall exist Employee make any public statements concerning the Services that purport to be on behalf of Valeant, in each case without prior express written consent from Valeant. (c) Valeant and Employee shall mutually agree on the time and location at which he shall perform any Services hereunder, subject to the start right of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant Valeant to Section 10.2, and the Board, reasonably request by advance written notice to Employee that such Services be performed at a specific time and at a specific location. Employee shall use his reasonable best efforts to honor any such request. Valeant shall use its reasonable best efforts not to require the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chrisperformance of Services in any manner that unreasonably interferes with any other business or pre-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate scheduled personal activity of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventEmployee.

Consulting Services. If Upon the Employment Period shall terminate on December 31, 2004 or, if earlier, on account approval of disability, then during this Agreement by the five-year period shareholders of LTC (the "Consulting TermApproval Date") beginning the following provisions shall become effective from the Approval Date until the Effective Time of the Merger or the termination of this Agreement pursuant to Section 9.1 (the "Bridge Period"): (a) PLL shall retain LTC as a consultant during the Bridge Period and LTC shall provide management and technical services to PLL. Management services shall include, without limitation: general management services including executive functions, supervisory support, capital raising support, corporate strategy development, strategic alliance development and negotiations, financial planning services; strategic planning services; sales, marketing and business development services. Technical services shall include, without limitation, research and development services, engineering, and other technical assistance and advice related to the development and manufacturing of lithium polymer rechargeable cells (the "Services"). PLL shall request such Services in writing and specify: (i) Nature of work to be performed; (ii) Date on which assignment is to begin; (iii) Length of assignment; and (iv) Individual who will coordinate for PLL. (b) Each work assignment shall be governed by the terms and conditions of this Agreement, the terms and conditions of the work assignment, and by such supplementary written amendments of this Agreement or the work assignment as may be from time to time executed between the parties. (c) In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any work assignment, the terms and conditions of the work assignment shall govern. (d) The Services shall be performed both at the LTC facilities and the facilities of PLL as designated by PLL. (e) LTC's staff are not nor shall they be deemed to be at any time during the term of this Agreement to be employees of PLL. (f) PLL shall have the right to interview any prospective new hire of LTC and may in its sole discretion reject any such person upon written notice to LTC (g) PLL shall be responsible for the technical direction of the Services performed by LTC's staff. LTC shall be responsible for supervision and general control of its staff and shall provide only personnel who are and remain acceptable to PLL to carry out this responsibility. (h) LTC shall instruct its employees to use the same care and discretion with respect to PLL's confidential information that they use with respect to LTC's confidential information. (i) The work product and New Technology resulting from LTC's services to PLL hereunder is hereby deemed assigned and shall belong exclusively to PLL. PLL shall have the exclusive right to obtain copyrights, registrations and such other proprietary protections on the New Technology as it wishes. LTC will provide PLL with all assistance reasonably required to protect said rights, at PLL's expense. "New Technology" means all inventions, patents, know-how, trade secrets, information, data, manufacturing processes, designs, ideas, and the like and any new or improved process, method or design change to LTC technology existing prior to the date of termination of the Employment Term, the Executive shall render to Chris-Craft such consultation a▇▇ ▇▇vice as the Board of Directors this Agreement and developed by LTC or the Chief Executive Officer of Chris-Craft may request, subjec▇ ▇▇ the Executive's reasonable convenience and other business activities; provided, however, that the Executive shall not be required to devote more than 240 hours in any twelve-month period to such services, which shall be performed at a time and place mutually convenient to both parties. For his consulting services, the Executive shall receive, as a consulting fee, compensation at the rate of $250,000 per annum, payable in equal monthly installments. The consulting fee shall be adjusted upward, as of each January 1 following the beginning of the Consulting Term to the end of the Consulting Term, in proportion to any increase in the Consumer Price Index, as defined in Section 4.4, between the December levels of the two immediately preceding years. Each such adjustment shall be made retroactively when the Consumer Price Index for the month next preceding PLL on or after the date of such adjustment becomes available. In addition, the Executive shall be entitled to participate in each insurance plan or medical or health plan generally available to Chris-Craft senior executives a▇▇ ▇▇ the reimbursement of expenses on the level made available to the Executive immediately prior to the termination of the Employment Term. In the event that the Executive shall be discharged by Chris-Craft during the Consulti▇▇ ▇▇rm other than for cause (as defined in Section 9) or disability (as described below in this Section 11), he shall nevertheless be entitled to continue to receive his full consulting fee, and the above-mentioned welfare plan coverage, for the remainder of the Consulting Term. If the Executive shall die during the Consulting Term, his estate shal be entitled to receive the full consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of the date of his death or (b) the end of the Consulting Term. If, during the Consulting Term, the Executive shall be disabled from performing his consulting services, and such disability shall continue for a period of six consecutive months or for an aggregate of six months within any period of 12 consecutive months, or if such disability shall exist at the start of the Consulting Term and shall be a continuation of a disability for which the Employment Term shall have been terminated pursuant to Section 10.2, and the Board, by written notice to the Executive (before the Executive shall recover from such disability) shall terminate the Executive's consulting services, the Executive shall have no further obligation to perform consulting services for Chris-Craft and shall be entitl▇▇ ▇▇ receive compensation at the rate of one-half of the consulting fee payable hereunder until the earlier to occur of (a) the first anniversary of such termination or (b) the end of the Consulting Term. In the event that the Executive voluntarily terminates the Consulting Term, he shall, following such termination, forfeit his right hereunder to any further consulting fees and to the above-mentioned welfare plan coverage, which forfeiture shall constitute the full damages to which Chris-Craft shall be entitled i▇ ▇▇▇h eventAgreement.