Common use of Duties of Employee Clause in Contracts

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Employer hereby employs employee as its Chief Executive Officer; employee hereby accepts such employment. Employee shall perform the duties of Chief Executive Officer subject to the general supervision and pursuant to the orders, Chief Financial Officeradvice, Chief Operating Officer and Corporate Secretary and direction of the board of directors of employer. Employee will report directly at all times faithfully, industriously, and to best of his ability, experience, and talents, perform all of the duties that may be required of and from employee pursuant to the Board express and implicit terms of Directors this Agreement, to the reasonable satisfaction of the Companyemployer. Employee agrees to shall perform and discharge such other duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as that engaged in by corporation, and shall also render such other and unrelated services and duties as may be assigned to Employee him from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Companyemployer. Employee will devote Employee's full professional and business-related a sufficient amount of his time, skills energy, and best efforts skill during regular and, if necessary, outside of, regular business hours to such duties employment. Employee shall perform such services and will not, during act in such executive capacity as the board of directors of employer shall direct. This Agreement shall not act to bar employee from continuing any other business activities or professions in which employee is engaged on the effective date of this agreement nor from undertaking any new business activities or professions as long as they do not conflict with the employer's business. During the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activityas set forth more specifically below, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section employee will not be construed engage in or provide services to prevent Employee from (a) investing personal assets in businesses which do not that compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of employer nor take advantage of any business opportunity that rightfully belongs to employer. CONTRACT LABOR OPTION To the Company; extent permitted federal and state tax and employment laws, employee shall have the right to direct employer to pay any or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors all of the Company compensation due employee under this agreement to a viable business entity owned and operated by employee. In this event such entity shall be deemed employee's "employer" solely for purposes of computing, withholding, and paying employee's federal and state taxes and related federal and state employment charges for income paid by employer to employee under this Agreement. Both the entity and the employee personally, shall guarantee employee's performance under this Agreement in writing. None of employee's other personal responsibilities or rights under this Agreement shall terminate or be modified by virtue of such designation. Employee and employer will cooperate with each other and promptly execute on demand, any additional documents necessary to carry out the intent of this provision. This provision is subject to the explicit condition that either it does not result in additional expense to employer, or, if it does, employer's board of directors approves such participation, preparation additional expense on such terms and publication or teaching prior to Employee’s engaging thereinconditions as are reasonable.

Duties of Employee. Employee will be based in New Jersey Georgia or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Technology Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyChief Executive Officer. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Directors, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Technology Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the CompanyCompany (“Policies”). Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge the usual duties of a Chairman of the Board of Directors and Chief Executive Officer of a similarly sized organization, including, without limitation, those presently set forth in the Bylaws of the Company, and such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily reasonably assigned by the Company to the position of Chief Executive OfficerBoard, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by regulations. Employee's title shall be Chairman of the Board of Directors and Chief Executive Officer, and Employee shall report to the Board. All of the Company. Employee will devote Employee's full professional and business-related time, skills attention and best efforts energies which are devoted to such duties business endeavors will be devoted to the Business, and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyBoard, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or booksbooks or teaching, teaching participating on the board of directors of other companies ("Other Boards") or joining providing limited advisory services, so long as these activities are not contrary to the Company's interests, and, with regard to participation on Other Boards or participating in any professional associations or trade groupthe provision of limited advisory services, so long as the Board approves Employee's participation on any such Other Boards or approves the provision of Directors of the Company approves such participationlimited advisory services, preparation and publication or teaching prior to Employee’s engaging thereinwhich approval will not be unreasonably withheld.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Chief Technology Officer. Employee will report directly to the Board of Directors of the Companybe based in New Jersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee’s title will be Chief Information Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Information Officer, Chief Financial Officer and Secretary. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors President of the Company. Employee will be based in New Jersey, but will travel to the Cary, North Carolina office as often as the job requirements dictate. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors President of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors President of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee's title will be Chief Executive Officer and Chief Technology Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based is hereby employed by Employer as a full-time employee in New Jersey or North Carolina at the discretion capacity of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer of Employer and Corporate Secretary Chairman, President and Employee will report directly to Chief Executive Officer of Daka, and his duties as such shall include, but not be limited to, those normally performed by a senior executive officer of equal rank in the foodservice and restaurant industry for an expanding diversified restaurant company with national and international operations; provided, however, that at the request of the Board of Directors of Employer, Employee shall relinquish the Companytitles of President and Chief Operating Officer of Employer, it being understood that neither such request nor such relinquishment shall be deemed to constitute termination by Employer without Cause for purposes of Section 8 hereof or termination by Employee for Good Reason for purposes of Section 9 hereof. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to shall comply with all of the Company's policies, standards standards, and regulations of Employer now or hereafter promulgated. Employer shall have the right to assign Employee other managerial duties in addition to the duties originally assigned and specified above; PROVIDED, HOWEVER, in no event shall Employee be assigned, without Employee's consent duties other than those reasonably required of a President and Chief Operating Officer of an expanding diversified restaurant company with national and international operations. In the event Employee assumes and performs duties beyond those contemplated hereby to follow be within the instructions scope of his employment, and directives as promulgated by the Board of Directors of the Companythose that he is required to perform hereunder, it is anticipated his compensation will be equitably adjusted. Employee will is employed by Employer on a full time basis and Employee shall be required to devote Employee's full professional his best efforts and business-related business judgment, productive time, skills ability and best efforts attention to such duties the business of Employer and will not, the Subsidiaries during the term of this AgreementEmployment Period. During the Employment Period, Employee shall not be engaged (whether or not during normal business hours) in any other business or professional activity, activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the advantage that will significantly interfere with his duties as President and Chief Operating Officer of Employer. With prior written consent approval of the Board of Directors of the Company. This Section will not be construed to prevent Employer, Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services may serve on the part boards of Employee in the operation or the affairs directors of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging thereinother companies.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge the usual duties of a Chief Executive Officer of a similarly sized organization, including, without limitation, the duties of the President as set forth in the Bylaws of the Company and Trover, and such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily reasonably assigned by the Company to the position of Chief Executive OfficerBoard, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations regulations. Employee's title shall be Chief Executive Officer of both the Company and Trover, and Employee shall report to follow the instructions and directives as promulgated by the Board of Directors Board. In addition, Employee shall be a member of the CompanyBoard. Employee will devote All of Employee's full professional and business-related time, skills attention and best efforts energies which are devoted to such duties business endeavors will be devoted to the Business, and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyBoard, which consent will not be unreasonably withheld. This Section 2 will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company or its subsidiaries in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, ; provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the CompanyCompany or its subsidiaries; or (c) participating in conferences, preparing and publishing papers or books, books or teaching or joining or participating in any professional associations or trade groupon the board of directors of other companies ("Other Boards"), so long as these activities are not contrary to the Company's interests, and, with regard to participation on Other Boards, so long as the Board of Directors of the Company approves Employee's participation on any such participationOther Boards, preparation and publication or teaching prior to Employee’s engaging thereinwhich approval will not be unreasonably withheld.

Duties of Employee. The Employee will shall serve and perform in the capacities described in Section 1.1 hereof and shall have such duties, responsibilities and authorities as may be based in New Jersey or North Carolina at reasonably assigned to the discretion of Employee from time to time by the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to (the “CEO”) or the Board of Directors of the Company. As such, the Employee agrees to perform acknowledges that his duties hereunder will include, and discharge such other duties as may be assigned to Employee from time to time by consist primarily of, managing and overseeing the Company operations of IFD. Subject to the reasonable satisfaction direction and discretion of the CEO and Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards the Employee shall, and regulations shall have commensurate authority to, direct, manage, supervise and to control, in good faith and in a prudent business manner, the business, affairs and property of IFD, which shall include without limitation: managing and coordinating the business operations and activities of IFD promulgating, approving and implementing operating plans and administrative policies and fostering economy of IFD. The Employee shall report and be responsible to, and follow the instructions direction of, the CEO and directives as promulgated by the Board of Directors of the Company. The Employee will agrees to devote the Employee's ’s full professional and business-related time, skills best efforts, abilities, knowledge and best efforts experience to such duties the faithful performance of the duties, responsibilities and will notauthorities which may be reasonably assigned to the Employee. Notwithstanding the preceding, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantageEmployee may, without the prior written consent being in violation of the Board of Directors of the Company. This Section will Employee’s obligations hereunder, (i) serve on corporate, civic or charitable boards or committees which are not be construed to prevent Employee from (a) investing personal assets engaged in businesses which do not compete business in competition with the Company or its affiliates, and (ii) invest the Employee’s personal assets in such form or manner that as will not require any material services on by the part of Employee in the operation or the affairs of the companies entities in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter marketmade, provided the Employee shall use his best efforts to pursue such activities in such a manner so that such activities shall not prevent the Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of from fulfilling his obligations to the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging thereinits affiliates hereunder.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Senior Vice President and Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors Chief Executive Officer and/or President of the Company. Employee agrees to perform and discharge such other duties duties, which are not inconsistent with such position, as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board Company for the normal professional performance of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretarythis position. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer or President of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer or President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive OfficerVice President, Chief Financial Officer, Chief Operating Officer General Counsel and Corporate Secretary of Medaphis Corporation and Employee will report directly to the Board of Directors Chief Executive Officer of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive OfficerVice President, Chief Financial Officer General Counsel and SecretarySecretary of Medaphis Corporation. Employee also agrees to comply with all of the Company's policies, standards and regulations as promulgated by the officers of the Company, and to follow the instructions and directives as promulgated by the Board of Directors of Employee's superiors within the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee’s title will be Chief Information Officer and Business Development Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Information Officer and SecretaryBusiness Development Officer. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer ------------------ and Corporate Secretary and Employee will report directly to the Board of Directors President of the Company. Employee will be based in New Jersey, but will travel to the Cary, North Carolina office as often as the job requirements dictate. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors President of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee"s title will be Chief Strategy Officer. ------------------ Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyYork. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Strategy Officer, Chief Financial Officer and Secretary. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyDirectors. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive OfficerSenior Vice President, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyHuman Resources. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyCarl Xxxxx Xxxxxxx, xx his designee, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors of the Company Carl Xxxxx Xxxxxxx, xx his designee, approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein, which approval will not be unreasonably withheld.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive OfficerSenior Vice President, Chief Financial Officer, Chief Operating Officer Strategy and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyOrganization. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to shall perform and discharge well and faithfully such other duties as an executive officer of HNC and HNB as may be assigned to Employee Executive, from time to time time, by the Company to CEO of HNC or the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent Chairman of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form HNC or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade groupHNB, so long as the assignment is consistent with the Executive’s office and duties. Executive shall be employed as Executive Vice President of HNC and President of HNB’s Asset and Wealth Management Group to be titled Millennium Wealth Management and Private Banking, and shall hold such other titles that may be given to him, from time to time, by the CEO of HNC or the Boards of Directors of HNC and HNB. Executive shall devote his full time, attention and energies to the business of HNC and HNB during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments so long as such investment does not exceed five percent (5%) of the equity or debt in the entity, or (b) being involved in any charitable, civic, or other employment activity with the prior approval of the Board of Directors of HNC, which approval shall not be unreasonably withheld. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the Company approves such participationbusiness or commercial activities of HNC, preparation and publication HNB, or teaching prior to Employee’s engaging thereinany of their subsidiaries, or any other business entity affiliated with them, nor may the Executive serve as a director or officer or in any other capacity in a company which competes with HNC, HNB, or any of their subsidiaries, affiliates or business entities.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors President of the Company. Employee will be based in New Jersey, but will travel to the Cary, North Carolina office as often as the job requirements dictate. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors President of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee Employee's title will be based in New Jersey or North Carolina at the discretion Senior Vice President-Physician Management of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, reporting to the Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyOfficer. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's applicable Company policies, standards and regulations as promulgated by the officers of the Company, and to follow the instructions and directives as promulgated by the Board of Directors of Employee's superiors within the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Operating Officer of the Company, which consent will not be 2 unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-the counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Operating Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee's title will be President and Employee ------------------ will report directly to the Chief Executive Officer of the Company. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyCalifornia. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryPresident. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s 's title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary Controller of Medaphis Corporation and Employee will report directly to the Board of Directors Chief Financial Officer of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryController of Medaphis Corporation. Employee also agrees to comply with all of the Company's policies, standards and regulations as promulgated by the officers of the Company, and to follow the instructions and directives as promulgated by the Board of Directors of Employee's superiors within the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Financial Officer of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Financial Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other the duties as which may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the reasonable instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors Officers of the Company. Employee will devote substantially all of Employee's full professional and business-related time, skills attention and best efforts energies to such duties the Business and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent other than business and professional activities which do not violate Sections 7 and 8 of the Board of Directors of this Agreement and involve a time commitment by Employee which is reasonably acceptable to the Company. Employee's principal place of employment shall be the Company's headquarters in Louisville, Kentucky, and the Company agrees that Employee's principal place of employment will not be relocated outside of 50 miles of its current site. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of if the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chief Executive Officer of the Company approves give prior approval to such participation, preparation and publication or teaching prior to Employee’s engaging thereinteaching.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.. Exhibit 10.16

Duties of Employee. Employee's title will be President and Employee will ------------------ report directly to the Chief Executive Officer of the Company. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyCalifornia. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryPresident. Employee agrees to comply with all of the Company's policies, policies and standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors Chief Executive Officer of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chief Executive Officer of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors Chief Executive Officer of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. During the Employment Period (as defined in Section 3, below), the Employee will be based in New Jersey or North Carolina at shall serve as the discretion “Chief Technical Officer” of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and The Employee will report directly to the Board of Directors of the Company. Employee agrees to shall diligently perform and discharge such other duties all services as may be assigned to the Employee by the President of the Company, and shall exercise such power and authority as may from time to time be delegated to the Employee by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors President of the Company. The Employee’s duties will be described in a Company job description, or will otherwise be determined by the Company with consultation with the Employee. During the Employment Period (as defined in Section 3, below), the Employee will faithfully carry out his responsibilities, and provide services to the Company at least four days a week and for at least 10 hours each day (unless otherwise mutually-agreed to by the Company and Employee), and as otherwise may be necessary for the Employee to perform effectively the responsibilities of the position. In addition, the Employee shall act in accordance with (i) standing instructions for the position which may be issued by the Company from time to time; (ii) all reasonable and lawful requests, directions and/or restrictions imposed by the Company; and (iii) all policies of the Company as prescribed from time to time. Upon termination of employment, the Employee shall return all Company equipment and other Company property in the Employee’s possession, custody or control. During the Employment Period, the Employee shall devote all of the Employee's full professional and business-related ’s business time, skills attention and best efforts energies to such duties and will notthe business of the Company; provided, during however, that while employed by the term of this AgreementCompany, the Employee may be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of advantage so long as such activity does not reasonably interfere or otherwise compete with the Company. This Section will ; provided, further, that this provision shall not be construed to prevent as preventing the Employee from (a) investing personal savings or other assets in businesses which do not compete with the Company in such form or manner that as will not require any services on the part of the Employee, nor shall it be construed as preventing the Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities from engaging in any corporation whose securities are listed on a national securities exchange charity or regularly traded civic work approved in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of writing by the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee's title will be Chief Executive Officer ------------------ and Chief Technology Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee Employee's title will be based in New Jersey or North Carolina at the discretion Senior Vice President, Human Resources of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company's Per-Se Business Unit. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyCarl Xxxxx Xxxxxxx, xx his designee, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors of the Company Carl Xxxxx Xxxxxxx, xx his designee, approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein, which approval will not be unreasonably withheld.

Duties of Employee. Employee will be based in New Jersey or North Carolina at initially is hired to serve as the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Vice Chairman and Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other the Business duties as which may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and the Business and, will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors Chairman, Chief Executive Officer and President of the Company, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one three percent (13%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors Chairman, Chief Executive Officer and President of the Company approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein.

Duties of Employee. Employee's title will be Chief Executive Officer and ------------------ Chief Technology Officer. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyJersey. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors Company, and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryChief Technology Officer. In addition, Employee shall serve as Chairman of the Board of Directors so long as he is elected to such post by the Board of Directors according to the By-Laws of the Company. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyDirectors. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s Employee"s title will be Chief Executive OfficerSenior Vice President, Chief Financial Officer, Chief Operating Information Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the CompanyMedaphis Corporation. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and SecretaryCompany. Employee also agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives of Employee's superiors within the Company, as promulgated by the Board of Directors officers of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyCarl Xxxxx Xxxxxxx, xx his designee, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) " participating in conferences, preparing and publishing papers or books, teaching books or joining or participating in any professional associations or trade groupteaching, so long as the Board of Directors of the Company Carl Xxxxx Xxxxxxx, xx his designee, approves such participation, preparation and publication or teaching prior to Employee’s 's engaging therein, which approval will not be unreasonably withheld.

Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge the usual duties of a Chairman of the Board and Chief Executive Officer of a similarly sized organization, including, without limitation, those presently set forth in the Bylaws of the Company, and such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily reasonably assigned by the Company to the position of Chief Executive OfficerBoard, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by regulations. Employee's title shall be Chairman of the Board of Directors and Chief Executive Officer, and Employee shall report to the Board. All of the Company. Employee will devote Employee's full professional and business-related time, skills attention and best efforts energies which are devoted to such duties business endeavors will be devoted to the Business, and Employee will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the CompanyBoard, which consent will not be unreasonably withheld. This Section will not be construed to prevent Employee from from: (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or booksbooks or teaching, teaching participating on the board of directors of other companies ("Other Boards") or joining providing limited advisory services, so long as these activities are not contrary to the Company's interests, and, with regard to participation on Other Boards or participating in any professional associations or trade groupthe provision of limited advisory services, so long as the Board approves Employee's participation on any such Other Boards or approves the provision of Directors of the Company approves such participationlimited advisory services, preparation and publication or teaching prior to Employee’s engaging thereinwhich approval will not be unreasonably withheld.