Common use of Duties and functions Clause in Contracts

Duties and functions. (a) Executive shall be employed as the Chief Financial Officer (“CFO”) and shall report to the Chief Executive Officer/President (the “Supervisor”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) Executive agrees to undertake the duties and responsibilities inherent in the positions of CFO, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designee. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (c) During the Employment Period, Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, engage in consulting work or any trade or business for Executive’s own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way.

Duties and functions. (ai) The Executive shall be employed as President and Chief Executive Officer of the Chief Financial Officer (“CFO”) Company and shall oversee, direct and manage all operations of the Company. The Executive shall report directly to the Chief Executive Officer/President Board of Directors of the Company (the “SupervisorBoard”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, . (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) The Executive agrees to undertake the duties and responsibilities inherent in the positions position of CFOPresident and Chief Executive Officer, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designeeBoard, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by Supervisorthe Board. In addition, or Executive acknowledges that, in addition to serving in his capacity as President and Chief Executive Officer of the Company, he shall serve as President and Chief Executive Officer of TerreStar Corporation (“TS Corp”) and shall undertake the duties and responsibilities inherent in such position as may be assigned by the Supervisor’s designeeBoard of Directors of TS Corp from time to time. The Executive’s duties , however, acknowledges he shall include but not be limited entitled to those any additional compensation solely for performing such duties set forth on Addendum A. and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (cb) During the Employment Period, the Executive will devote Executive’s his full time and efforts to the business of the Company and and, except as expressly provided herein, will not, without the consent of the Company, not engage in consulting work or any trade or business for Executive’s his own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s his duties hereunder in any way. The Executive may engage in non-competitive business or charitable activities for reasonable periods of time each month so long as such activities do not interfere with the Executive's responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) The Executive shall be employed as Chief Operating Officer of the Chief Financial Officer (“CFO”) and Company. The Executive shall report directly to the Chief Executive Officer/President Officer and to the Board of Directors of the Company (the “SupervisorBoard”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) The Executive agrees to undertake the duties and responsibilities inherent in the positions position of CFO, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or Chief Operating Officer of the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designeeCompany. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company of which the Executive has notice and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (c) The Executive agrees that as soon as reasonably practicable following the Effective Date, but in no event later than December 31, 2006, the Executive shall prepare a market-comparable revised incentive structure for senior management of the Company to participate in the success of the Company’s commercialization efforts of its subsidiaries and portfolio of technologies. (d) During the Employment Period, the Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, not engage in consulting work or any trade or business for Executive’s own account that is a competitor of the Company or for or on behalf of any other person, firm or corporation to the extent that competes, conflicts or the same significantly interferes with the performance of the Executive’s duties hereunder hereunder, it being understood, however, that the Executive will be performing assignments for, and may be an officer or director of, entities in any waywhich the Company has an equity interest, without additional compensation unless otherwise specifically agreed. In no event shall it be a violation of this Agreement for the Executive to: (i) serve on corporate, civic or charitable boards or committees or perform functions for such organizations, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities to the Company in accordance with this Agreement. Subject to customary business travel, the Executive's duties ordinarily will be performed by the Executive in the course of the Executive's regular presence during normal working hours on business days Monday through Friday the Company’s principal executive offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other location mutually agreed upon by the parties. (f) Six (6) months following the Effective Date, the Executive and the Chief Executive Officer shall review the performance of the Executive from the Effective Date. At such time, the Chief Executive Officer shall, in good faith, make the determination of whether the Executive shall be appointed President of the Company in addition to maintaining the position and responsibilities of Chief Operating Officer.

Duties and functions. (ai) The Executive shall be employed as the Chief Financial Officer (“CFO”) of the Company and shall oversee, direct and manage all financial operations of the Company. The Executive shall report directly to the Chief Executive Officer/President Officer of the Company (the “SupervisorCEO”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, . (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) The Executive agrees to undertake the duties and responsibilities inherent in the positions position of CFOChief Financial Officer, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designeeCEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by Supervisorthe CEO. In addition, Executive acknowledges that, in his capacity as Chief Financial Officer of TerreStar, he shall serve as Executive Vice President & Chief Financial Officer of Motient Corporation (“Motient”) and/or its direct or by the Supervisor’s designeeindirect subsidiaries or affiliates. The Executive’s duties , however, acknowledges he shall include but not be limited entitled to those any additional compensation solely for performing such duties set forth on Addendum A. and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (cb) During the Employment Period, the Executive will devote Executive’s his full time and efforts to the business of the Company and and, except as expressly provided herein, will not, without the consent of the Company, not engage in consulting work or any trade or business for Executive’s his own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s his duties hereunder in any way. The Executive may engage in non-competitive business or charitable activities for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) Executive shall be employed as the Chief Financial Officer (“CFO”) and a Senior Vice President and shall report to the Chief Executive Officer/President Officer (the “Supervisor”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in a yet to be established HNRA office (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) Executive agrees to undertake the duties and responsibilities inherent in the positions of CFOposition, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designee. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (c) During the Employment Period, Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, engage in consulting work or any trade or business for Executive’s own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way. Executive will be allowed a reasonable period of time to wind down existing business affairs to facilitate the transition to full time employment with Company.

Duties and functions. (a) Executive shall be employed as the Chief Financial Officer (“CFO”) General Counsel and the Secretary of the Company and shall report to the Chief Executive Officer/President Officer (the “Supervisor”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in a yet to be established HNRA office (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) Executive agrees to undertake the duties and responsibilities inherent in the positions of CFOposition, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designee. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (c) During the Employment Period, Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, engage in consulting work or any trade or business for Executive’s own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way. Executive will be allowed a reasonable period of time to wind down existing business affairs to facilitate the transition to full time employment with Company.

Duties and functions. (a) Executive shall be employed as the Chief Financial Officer (“CFO”) Vice-President of Finance and Administration of the Company and shall report to the Chief Executive Officer/President Financial Officer (the “Supervisor”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in a yet to be established HNRA office (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) Executive agrees to undertake the duties and responsibilities inherent in the positions of CFOposition, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designee. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (c) During the Employment Period, Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, engage in consulting work or any trade or business for Executive’s own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way.

Duties and functions. (a) Executive shall be employed as the Chief Financial Executive Officer (“CFO”) and President and shall report to the Chief Executive Officer/President Board of Directors (the “Supervisor”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in a yet to be established HNRA office (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) Executive agrees to undertake the duties and responsibilities inherent in the positions of CFOposition, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designee. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (c) During the Employment Period, Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, engage in consulting work or any trade or business for Executive’s own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way, with the exception of SWI Excavating Business. Executive will be allowed a reasonable period of time to wind down existing business affairs to facilitate the transition to full time employment with Company. During the Employment Period, Executive is prohibited from engaging in fundraising or pursuing company mergers, acquisitions, or sale of companies or asset sales except in service of Company. In the event that the executive violates this restriction and in addition to other remedies at law or in equity Company may have, damages will include any fees, commissions, or other payments obtained by the executive or to which Executive may become entitled in connection with such transactions which may be rightfully retained by Company.

Duties and functions. (a) (i) The Executive shall be employed as Senior Vice President, General Counsel and Secretary of the Chief Financial Officer (“CFO”) Company and shall oversee, direct and manage all legal matters of the Company. The Executive shall report directly to the Chief Executive Officer/President Officer of the Company (the “SupervisorCEO”). Executive’s primary place of employment shall be located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, . (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) The Executive agrees to undertake the duties and responsibilities inherent in the positions position of CFOSenior Vice President, General Counsel and Secretary, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designeeCEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by Supervisorthe CEO. In addition, Executive acknowledges that, in his capacity as Senior Vice President, General Counsel and Secretary of TerreStar, he shall serve as Senior Vice President, General Counsel and Secretary of Motient Corporation (“Motient”) and/or its direct or by the Supervisor’s designeeindirect subsidiaries or affiliates. The Executive’s duties , however, acknowledges he shall include but not be limited entitled to those any additional compensation solely for performing such duties set forth on Addendum A. and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (cb) During the Employment Period, the Executive will devote Executive’s his full time and efforts to the business of the Company and and, except as expressly provided herein, will not, without the consent of the Company, not engage in consulting work or any trade or business for Executive’s his own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s his duties hereunder in any way. The Executive may engage in non-competitive business or charitable activities for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) Executive shall be employed as the Chief Financial Medical Officer (“CFOCMO”) and shall report to the Chief Executive Officer/President (the “Supervisor”). Executive’s primary place of employment shall be Executive’s own office, currently located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Newbury Park, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CA 91320 (“Primary Place of Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and Executive shall periodically reevaluate Executive’s Primary Place of Employment, and (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change, including if the COVID-19 pandemic materially changes or ends. Notwithstanding the foregoing, Executive agrees that, as a result of these periodic evaluations or changes in circumstance, the Company may request that Executive consent to work primarily or partially from the Company’s facilities, which consent may not be unreasonably withheld. (b) Executive agrees to undertake the duties and responsibilities inherent in the positions of CFOCMO, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designee. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities. (c) During the Employment Period, Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, engage in consulting work or any trade or business for Executive’s own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way.