Common use of Duties Clause in Contracts

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout The Employee will have such duties as are assigned or delegated to the Employment Period, the Executive shall be Employee by the Chief Financial Executive Officer, and will serve as Chief Scientific Officer of the Company reporting directly Employer. The Employee will devote the Employee’s business, time, attention, skill, and energy to the business of the Employer, will promote the success of the Employer’s business, and will cooperate with the Chief Executive Officer and the Board of Directors in the advancement of the best interests of the Employer; provided that nothing herein shall require Employee to work on average more than twenty (20) hours per week. Nothing in this Section 2.3, however, will prevent the Employee from engaging in additional activities in connection with personal investments, corporate directorships and community affairs that are not inconsistent with the Employee’s duties under this Agreement. It is expressly understood and agreed that to the extent any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to be inconsistent with the Employee’s duties under this Agreement. The Employee shall, from time to time, inform the Chief Executive Officer of those additional activities in which the CompanyEmployee is engaged. If, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Periodany time, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving Employee is elected as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the ExecutiveEmployer or as a director or officer of any of Employer’s subsidiaries, the Employee will fulfill the Employee’s duties and responsibilities to the Company as provided hereundersuch director or officer without additional compensation.

Duties. (a) Throughout During the Employment PeriodTerm of Employment, the Executive shall be continue to serve as the Chief Financial Officer Company's Managing Director and Secretary. In his capacity as Secretary, the Executive shall have such powers, perform such duties and shall have such responsibilities with respect to the Business of the Company reporting directly usually pertaining and attributed by law, custom or otherwise to the Chief Executive Officer office of the Secretary, except as may be expressly limited by the Board of Directors of the Company. In his capacity as Managing Director the Executive will be involved in corporate planning and development, capital raising, regional sales, marketing of corporate products and services, and approving corporate documents for signature. The Executive shall have all not without the prior written consent of the Company's Board of Directors, during the term of this Employment Agreement, other than in the performance of duties naturally inherent in the business of the Company as applicable, and authorities in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that so long as customarily exercised it does not interfere with his employment hereunder, the Executive may: (a) attend to outside investments and serve as a director of a corporation which does not compete with the Company; (b) serve as a director, trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations; (c) serve as a director, officer or employee of any other entity if and to the extent consented to in writing by an individual serving in such position in a company the nature and size Board of Directors of the Company. The Executive shall arrange his affairs and lifestyle so that he can perform his duties from the Company's offices currently located at all times comply with all written Company policies applicable to him▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Plaza, New York, NY 10017 or at an office facility in Orlando, Florida or at such other locations approved by the Executive. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for in connection with the performance of his duties hereunder. (b) Throughout . If elected, the Executive may agree to serve any part of the Term of Employment Periodas any other officer of the Company or as an officer or director of any of the Company's subsidiaries without any additional compensation other than as specified in this Employment Agreement, provided no other liabilities or obligations are imposed on Executive outside the scope of this Employment Agreement. So long as this Employment Agreement is in effect, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent be nominated as a member of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderCompany.

Duties. (a) Throughout the Employment Period, the Executive Employee’s duties shall be such duties and responsibilities as the Chief Financial Officer Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company reporting directly Company’s Board of Directors. Employee shall be responsible and report to the Chief Executive Officer Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and shall have all duties (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by the Employee and authorities as customarily exercised approved by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in Chief Executive Officer (the San Diego, California metropolitan area, but the Executive shall undertake such travel “CEO”) as is reasonably required for his duties hereunder.set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) Throughout the Employment Periodserving as a consultant in his area of expertise to government, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullyindustrial, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates.academic panels; (c) Executive shall devote substantially all of his business time to the affairs of the Companymanaging personal investments; providedor (d) engaging, howeverdirectly or indirectly, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the Board; provided CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that the activities described above do not interfere there is an irreconcilable conflict of interest or such activity materially interferes with the performance of the ExecutiveEmployee’s duties and responsibilities to the Company as provided hereunderCompany. Such activities shall be deemed approved if the CEO fails to respond to Employee’s disclosure within 30 (thirty) days of receipt of same.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer Director agrees to serve as a Director of the Company reporting directly and to be available to perform the duties consistent with such position pursuant to the Chief Executive Officer Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall have all duties not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and authorities attention to the Company as customarily exercised by an individual serving is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in such position in a company any way impact Director’s independence, and if Director determines that is no longer the nature and size of case, Director will promptly notify the Company. The Executive Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at all times comply when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with all written Company policies applicable to him. The ExecutiveDirector’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties obligations under this Agreement fullyAgreement. Subject to the forgoing, diligently and faithfully, and shall Director will use his Director’s best efforts to promote the interests of the Company and its subsidiaries shareholders. (b) By execution of this Agreement, Director accepts Director’s appointment or election as a Director of the Company, and affiliatesagrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as a Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (c) Executive Director’s status during the Term (as defined below) shall devote substantially all be that of his business time an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the affairs Director hereunder shall be made or provided without withholding or deduction of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsany kind, and (iv) engaging in any the Director shall assume sole responsibility for discharging all tax or other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderobligations associated therewith.

Duties. (a) Throughout The Employee shall serve as the Employment Period, the Executive shall be the Chief Financial Officer President of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests G&G Division of the Company and its subsidiaries shall report to, and affiliates. (c) Executive shall devote substantially all of his business time be subject to the affairs of general direction and control of, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or his duly appointed successor (the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the "Chief Executive from (iOfficer") with the prior written consent of and the Board of Directors of the Company (the “"Board”"). The Employee shall perform such management and administrative duties, consistent with the Employee's position, as are from time to time assigned to the Employee by the Chief Executive Officer and the Board including developing local, regional and national customers for the Company and its Affiliates (as defined below). The Employee also agrees to perform, without additional compensation, such other services for the Company, and for any parent, subsidiary or affiliate corporations of the Company and any partnerships in which the Company may from time to time have an interest (herein collectively called "Affiliates"), which consent will as the Chief Executive Officer or Board shall from time to time specify, if such services are of the nature commonly associated with the position of a President of an operating division or company engaged in activities similar to the activities engaged in by the Company and to perform such other activities as are consistent with the Employee's past responsibilities as an employee of G & G; provided, however, that Employee shall under no circumstances be required by the Company to relocate his primary residence, and provided further, that Employee shall not be unreasonably withheld or delayedrequired to engage in any business that is not reasonably related to the Business of the Company, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date hereinafter defined. For purposes of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance "Business of the Executive’s duties Company" shall be defined as the current business of the Company, including, but not limited to, the marketing and responsibilities providing of court reporting and litigation support services in the Southern California area. The term "Company" as used in this Agreement shall be deemed to include and refer to all such Affiliates. The Employee may, at any time during the Company term of this Agreement, perform court reporting services for the Company, in which case Employee shall be paid an additional amount of compensation as provided hereunderin Section 4(d) hereof.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer Director agrees to serve as an independent Director of the Company reporting directly and to be available to perform the duties consistent with such position pursuant to the Chief Executive Officer Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall have all duties not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and authorities attention to the Company as customarily exercised by an individual serving is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in such position in a company any way impact Director’s independence, and if Director determines that is no longer the nature and size of case, Director will promptly notify the Company. The Executive Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at all times comply when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with all written Company policies applicable to him. The ExecutiveDirector’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties obligations under this Agreement fullyAgreement. Subject to the forgoing, diligently and faithfully, and shall Director will use his Director’s best efforts to promote the interests of the Company and its subsidiaries shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and affiliatesthe OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) Executive In addition to Director’s service on the Board, Director agrees that, if so selected by the Chairman of the Board, Director shall devote substantially all serve on one or more committees of his business time the Board, including but not limited to the affairs Compensation Committee, Audit Committee, or Nominating Committee, as determined by the Chairman of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from Board. (id) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date By execution of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsDirector accepts Director’s appointment or election as an independent Director of the Company, and (iv) engaging agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other activities approved by capacity. (e) Director’s status during the Board; Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as Director hereunder shall be made or provided hereunderwithout withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Throughout The Company does hereby employ and engage the Employment Period, the Executive shall be the Chief Financial Officer Employee as Senior Vice President Sales of the Company reporting directly and each of its subsidiaries and divisions, or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to time and as provided in the Bylaws of the Company, as the same may be amended from time to time. The Employee shall diligently and shall have all faithfully execute and perform such duties and authorities as customarily exercised by an individual serving in such position in a company responsibilities, subject to the nature general supervision and size control of the Company's Chief Executive Officer. The Employee shall be responsible and report to the Company's Chief Executive shall at all times comply with all written Company policies applicable to himOfficer. The Executive’s primary office location Company's Chief Executive Officer shall be at determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive and managerial duties, responsibilities or positions as such officer deems in the Company’s executive offices in 's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently business and faithfully, and shall use his best efforts to promote the interests affairs of the Company and its subsidiaries and affiliates. shall not, during the Employment Term (c) Executive shall devote substantially all of his as that term is defined below), be actively engaged in any other business time to the affairs of the Company; providedactivity, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) except with the prior written consent of the Company's Board of Directors of the Company (the “Board”)Directors; provided, which consent will not be unreasonably withheld or delayedhowever, serving on the boards of directors of that in any event any such other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, activity will not: (iia) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not adversely affect or materially interfere with the performance of the Executive’s Employee's duties and responsibilities to hereunder, (b) involve a conflict of interest with the Company as provided hereunderor (c) involve activities competitive with the business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or interfere with the performance of the Employee's duties and responsibilities under this Agreement.

Duties. (a) Throughout The Company shall employ the Employment Period, Employee as Senior Vice President and General Counsel and the Executive shall be the Chief Financial Officer of Employee accepts employment with the Company reporting directly on the terms and conditions set forth in this Agreement. The Employee agrees to devote her full time and attention (reasonable periods of illness excepted) to the Chief Executive Officer performance of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his her duties under this Agreement fullyAgreement. In general, diligently and faithfully, and such duties shall use his best efforts to promote the interests consist of the Company duties and its subsidiaries responsibilities described on Schedule A to this Agreement and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of such other duties as the Board of Directors of the Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the Employee shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and regulations of the Company established from time to time of which consent will the Employee is or should be aware, and shall perform her duties in good faith with due care and in the best interests of the Company. The devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as deemed a director on the date breach of this Agreement, (ii) engaging in charitable provided that such activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities are approved by the BoardBoard in writing (for the purposes of this paragraph, the term “personal investment, outside business or charitable activities” shall not include passive investment by the Employee of her personal assets which investment shall be deemed not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities described above do not interfere on an annual basis and if the Board determines that such activities are interfering with the performance of her duties hereunder and so notifies the Executive’s duties and responsibilities to Employee in writing, the Company as provided hereunderEmployee shall terminate such activities within 60 days of such notice.

Duties. (a) Throughout During the Period of Employment Period(as defined in Section 3), the Executive shall be the Chief Financial Officer of serve the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullydiligently, competently, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) in conformity with the prior written consent provisions of this Agreement, directives of the Board of Directors of the Company (the “Board”), which consent will not and the corporate policies of the Company as they presently exist, and as such policies may be unreasonably withheld amended, modified, changed, or delayedadopted during the Period of Employment, serving on and Executive shall have duties and authority consistent with Executive’s position as the boards President and Chief Executive Officer. In this position, Executive shall report to the Board of directors of other business entitiesDirectors. If requested by the Company, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving shall also serve as a director on member of the date Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote her full business time, energy, and skill to the performance of her duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Executive shall be permitted to (iii) engaging engage in charitable activities and community affairs, and (iiiii) managing his personal and/or family to make investments of any character in any business or businesses and affairsto manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and (iv) engaging in any other the aggregate, that such activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 14 and responsibilities 15, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Corporate Governance & Nominating Committee of the Board prior to the commencement of such service. (c) Executive shall exercise due diligence and care in the performance of her duties for and the fulfillment of his obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with her position as the Chief Executive Officer of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer Director agrees to serve as an Director of the Company reporting directly and to be available to perform the duties consistent with such position pursuant to the Chief Executive Officer Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall have all duties not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and authorities attention to the Company as customarily exercised by an individual serving is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in such position in a company any way impact Director’s independence, and if Director determines that is no longer the nature and size of case, Director will promptly notify the Company. The Executive Such time and attention shall include, without limitation, participation in telephonic and/or in- person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at all times comply when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with all written Company policies applicable to him. The ExecutiveDirector’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties obligations under this Agreement fullyAgreement. Subject to the forgoing, diligently and faithfully, and shall Director will use his Director’s best efforts to promote the interests of the Company and its subsidiaries stockholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and affiliatesthe OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date By execution of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsDirector accepts Director’s appointment or election as an independent Director of the Company, and (iv) engaging agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other activities approved by capacity. (d) Director’s status during the Board; Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as Director hereunder shall be made or provided hereunderwithout withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Throughout the Employment Period, the The Executive shall be the Chief Financial Officer of serve the Company reporting directly to the as its President and Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving to serve in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel capacity or other capacities consistent therewith as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of designated by the Board of Directors of the Company (the “Company Board”)) and the Board of Directors of Beacon (the “Beacon Board” and, which consent will not be unreasonably withheld or delayed, serving on together with the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitationCompany Board, the entities where “Boards”) and shall have such duties, authorities and responsibilities as the most senior executive officer of the Company and Beacon, commensurate with the duties, authorities and responsibilities of persons in similar capacities of similarly sized companies. During the Term, the Executive was serving shall serve the Company faithfully, diligently and to the best of his ability and shall devote substantially all of his business time, energy and skill to the affairs of the Company as a director on necessary to perform the date duties of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsposition, and (iv) engaging he shall not assume a position in any other activities approved by business without the express written permission of the Beacon Board; provided that the activities described above do Executive may upon disclosure to the Beacon Board (i) serve as a member of not interfere more than one for-profit board of directors so long as the Executive receives prior written permission from the Beacon Board (such permission not to be unreasonably withheld); (ii) serve in any capacity with the performance of charitable or not-for-profit enterprises so long as there is no material interference with the Executive’s duties and responsibilities to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as provided hereunderchairman of the board of directors of Morristown Medical Center and as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference with the Executive’s duties to the Company. In addition, during the Term, the Executive will continue to serve as a member of each of the Boards.” Section 2.1 of the Agreement is deleted in its entirety and replaced with the following:

Duties. (a) Throughout The Company shall employ the Employment Period, Employee as President and Chief Operating Officer and the Executive shall be the Chief Financial Officer of Employee accepts employment with the Company reporting directly on the terms and conditions set forth in this Agreement. The Employee agrees to devote his full time and attention (reasonable periods of illness excepted) to the Chief Executive Officer performance of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fullyAgreement. In general, diligently and faithfully, and such duties shall use his best efforts to promote the interests consist of the Company duties and its subsidiaries responsibilities described on Schedule A to this Agreement and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of such other duties as the Board of Directors of the Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the Employee shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and regulations of the Company established from time to time of which consent will the Employee is or should be aware, and shall perform his duties in good faith with due care and in the best interests of the Company. The devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as deemed a director on the date breach of this Agreement, (ii) engaging in charitable provided that such activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities are approved by the BoardBoard in writing (for the purposes of this paragraph, the term “personal investment, outside business or charitable activities” shall not include passive investment by the Employee of his personal assets which investment shall be deemed not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities described above do not interfere on an annual basis and if the Board determines that such activities are interfering with the performance of his duties hereunder and so notifies the Executive’s duties and responsibilities to Employee in writing, the Company as provided hereunderEmployee shall terminate such activities within 60 days of such notice.

Duties. (a) Throughout The Employee shall serve as the Employment Period, the Executive shall be the Chief Financial Officer President of the Company reporting directly to the Chief Executive Officer Legal ------ Enterprise Division of the Company, and shall have all duties the Vice President of Sales and authorities Marketing for the Parent, as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullyhereinafter defined, and shall use his best efforts report to, and be subject to promote the interests general direction and control of the Company Chief Executive Officer, the Chief Operating Officer (the "COO") and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “"Board”") or of the Parent, as applicable. The Employee shall perform such management and administrative duties, consistent with the Employee's positions, as are from time to time assigned to the Employee by the Chief Executive Officer, the COO and the Board (or by the Parent, as applicable) including developing local, regional, and national customers for the Company and its Affiliates (defined below). The Employee further agrees to use his best efforts to develop a national record retrieval business for the Parent and all of the Parent's subsidiaries. The Employee also agrees to perform, without additional compensation, such other services for the Company, and for any parent, subsidiary or affiliate corporations of the Company and any partnerships in which the Company may from time to time have an interest (herein collectively called "Affiliates"), which consent will as the Chief Executive Officer, the COO or Board shall from time to time specify, if such services are of the nature commonly associated with the positions of Employee set forth above for a company engaged in activities similar to the activities engaged in by the Company or the Parent, and to perform such other activities as are consistent with the Employee's past responsibilities as an employee of the Seller and the LEI Business; provided, that Employee shall not be unreasonably withheld required to engage in any business that is not reasonably related to the Business of the Company, as hereinafter defined, and provided further, that Employee shall under no circumstances be required by the Company or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date Parent to relocate his primary residence. For purposes of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance "Business of the Executive’s duties Company" or, alternatively, "Business" shall be defined as the current business of the Company, including, but not limited to, the marketing and responsibilities providing of record retrieval and litigation support services in the California area, as well as the national record retrieval business for the Parent and its subsidiaries contemplated above. The term "Company" as used in this Agreement shall be deemed to the Company as provided hereunderinclude and refer to all such Affiliates.

Duties. (a) Throughout The Executive agrees to serve as Executive Vice President, Chief Human Resources Officer of the Employment PeriodCompany during the Term. In such capacity, the Executive shall be have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Financial Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all her business time, attention, and services to the business and affairs of the Company reporting directly and its affiliates and to perform her duties to the best of her ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with all written Company policies applicable to him. The Executive’s primary office location shall be at ability to carry out her responsibilities under this Agreement, and (b) Executive promptly notifies the Company’s executive offices Chief Executive Officer in writing of the San Diego, California metropolitan area, but the Executive shall undertake fact that she has accepted such travel as is reasonably required for his duties hereundera non-profit directorship. (b) Throughout If the Employment PeriodCompany and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall use his best efforts continue to perform his duties be employed under this Agreement fullyonly until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), diligently and faithfully, shall cooperate fully with the Chief Executive Officer and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) perform such duties not inconsistent with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not provisions hereof as she shall be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved assigned by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderChief Executive Officer.

Duties. As Executive Vice President and Chief Resource Officer of the Company, the Employee shall: (a) Throughout the Employment Periodhave such management, the Executive shall supervisory and operational functions as are customary to such position, and such other powers, functions and duties as may be the Chief Financial Officer of the Company reporting directly assigned to the Employee by the Board of Directors or Chief Executive Officer of the Company; and (b) diligently, competently, and shall have faithfully perform all of the duties and authorities functions as customarily exercised may be assigned to the Employee hereunder; (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); (d) devote one hundred percent (100%) of the Employee’s full business time, attention, energies, and effort to the business affairs of the Company; (e) achieve the results and other goals required by an individual serving in such position the Company; and (f) Conduct all of his activities in a company manner so as to maintain and promote the nature business and size reputation of the Company. The Executive Employee shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at not, during the Company’s executive offices term of this Agreement, engage in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his any other business time to the affairs of the Companyactivity; provided, however, that anything herein the Employee shall be permitted to invest the contrary notwithstanding, nothing shall preclude Employee’s personal assets and manage the Executive from (i) Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to any third party or conflict with the prior written consent provisions of the Board of Directors of the Company (the “Board”)Section 9, which consent will not be unreasonably withheld Section 10 or delayedSection 12 hereof, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere conflict with the performance of the ExecutiveEmployee’s duties and or responsibilities to the Company hereunder, or conflict with any published policy of the Company or its affiliates, including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its affiliates. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Employee shall, during the term of this Agreement and at the request of the Company, also serve as provided hereunderan officer of any subsidiary or affiliate of the Company as the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Company had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Company.

Duties. (a) Throughout From and after the Employment PeriodEffective Date, and based upon the terms and conditions set forth herein, the Executive shall Company agrees to employ the Employee and the Employee agrees to be employed by the Chief Financial Officer of the Company reporting directly to the Company, as President and Chief Executive Officer of the Company and in such equivalent, additional or higher executive level position or positions as shall be assigned to him by the Company's Board of Directors. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company take direction from the nature and size Board of Directors of the Company. The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive shall at Officer. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all times comply of his working time to the position he holds with all written the Company policies applicable and to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties which are assigned to him. The Executive’s primary office location Employee shall be at observe and abide by the Company’s executive offices reasonable corporate policies and decisions of the Company in all business matters. The Employee represents and warrants to the San DiegoCompany that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, California metropolitan area, but directorships and other positions held by the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently Employee in corporations and faithfully, and shall use his best efforts to promote the interests of firms other than the Company and its subsidiaries and affiliates. (cb) Executive shall devote substantially all any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of their class and real estate). The Employee will promptly notify the Board of Directors of the Company (of any additional positions undertaken or investments made by the “Board”)Employee during the Term of this Employment Agreement if they are of a type which, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Employee's other positions or investments in other firms do not create a conflict of interest, violate the Employee's obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities and positions shall not be deemed to be a breach of this Employment Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment Period(as defined in Section 2), the Executive shall be serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Financial Executive Officer and the corporate policies of the Company reporting directly as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall have duties and authority consistent with Executive's position as Executive Vice President and shall report to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company Company (the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder"Reporting Relationship"). (b) Throughout the Employment PeriodPeriod of Employment, the Executive shall use devote his best efforts time, energy, and skill to perform the performance of his duties for the Company, vacations and other leave authorized under this Agreement fullyexcepted. Notwithstanding the foregoing, diligently Executive shall be permitted to (i) engage in charitable and faithfullycommunity affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and shall use his best efforts to promote in the interests aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the Company and its subsidiaries and affiliatesoutstanding shares of such publicly traded competing business. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities hereby represents to the Company as provided hereunderthat the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices , in the San Diegohis capacity as General Counsel and Chief Operating Officer shall, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of unless the Board of Directors Trustees of the Company (the “Board”)) determines otherwise, which consent will not report directly to the Company’s Chief Executive Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇ (or his successor) and faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be unreasonably withheld or delayedspecified and designated from time to time by the Board of Trustees of the Company (the “Board”) (including the performance of services for, and serving on the boards Board of directors Directors of, any subsidiary or affiliate of other the Company without any additional compensation). The Executive shall devote substantially all of the Executive’s business entitiestime and effort to the performance of the Executive’s duties hereunder; provided, trade associations and/or charitable organizationshowever, including, without limitation, the entities where that in no event shall this sentence prohibit the Executive was serving as a director on the date of this Agreementfrom performing other activities, whether personal, charitable, investment (iiincluding real estate investment activities) engaging in charitable activities or business and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the , so long as such activities described above do not materially and adversely interfere with the performance Executive’s duties to the Company or otherwise violate the terms of the Executive’s Non-Competition Agreement (as defined below) executed by the Executive and the Company; and provided, further, that, notwithstanding the foregoing, the Executive shall have the right to continue to act as a trustee of various trusts for the benefit of family members of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (whether such trusts are in existence now or in the future) and, in connection therewith, to act as a manager of various ▇▇▇▇▇▇ family investment entities in which one or more of the trusts is an equity owner, and nothing contained in this Section 2 shall be construed in a manner which could cause the Executive to have to violate any fiduciary duty that he may have to any such trusts or family investment entities so long as such activities do not materially and adversely interfere with the Executive’s duties and responsibilities for the Company. The Board may delegate its authority to take any action under this Agreement to the Company as provided hereunderCompensation Committee of the Board of Trustees (the “Compensation Committee”).

Duties. (a) Throughout Employee agrees that he shall continue to serve the Company as Chief Financial Officer, reporting to the Audit Committee and the Board of Directors, until the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities Termination Date (as customarily exercised by an individual serving in defined below) or such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel earlier time as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of determines. Prior to the Company (Employment Termination Date and during the “Board”)period from the date hereof through and including the Employment Termination Date, which consent will not Employee shall serve as the Principal Accounting Officer and Chief Financial Officer and during such time shall be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizationsresponsible for such duties and responsibilities as are commensurate with such positions, including, without limitation, interaction with auditors and management, controls, policies and procedures relative to financial reporting, taxes and tax returns, maintenance of accounts, investments, financial statement preparation, budgeting and forecasts, insurance, reports as well as preparation and filing of filings and reports under the entities where Securities Act of 1933, as amended, and the Executive was serving Securities Exchange Act of 1934, as a director amended,, including but not limited to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Registration Statements (the “SEC Filings”) including all certifications thereto. Employee shall use his reasonable efforts to ensure that the duties and responsibilities are timely performed in accordance with SEC filing deadlines and, as applicable, with such other deadlines that the Company’s Board of Directors in its sole discretion may otherwise designate. Employee will be deemed to be in breach of this Agreement and subject to termination for “Cause” as defined herein, and Employee will receive no benefits and be terminated without further payments or benefits beyond the date of termination pursuant to the express provisions of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that event of material failure to perform the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderset forth herein.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer Director agrees to serve as an independent Director of the Company reporting directly and to be available to perform the duties consistent with such position pursuant to the Chief Executive Officer Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall have all duties not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and authorities attention to the Company as customarily exercised by an individual serving is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in such position in a company any way impact Director’s independence, and if Director determines that is no longer the nature and size of case, Director will promptly notify the Company. The Executive Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at all times comply when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with all written Company policies applicable to him. The ExecutiveDirector’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties obligations under this Agreement fullyAgreement. Subject to the forgoing, diligently and faithfully, and shall Director will use his Director’s best efforts to promote the interests of the Company and its subsidiaries shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Nevada law with respect to directors of Nevada corporations and affiliatesthe OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date By execution of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsDirector accepts Director’s appointment or election as an independent Director of the Company, and (iv) engaging agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other activities approved by capacity. (d) Director’s status during the Board; Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as Director hereunder shall be made or provided hereunderwithout withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Throughout During the Employment Period, Employee shall serve as the Executive shall be the President and Chief Financial Operating Officer of the Company reporting LLC. Employee shall report directly to the Chief Executive Officer of LLC and Employee’s principal place of employment shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ (the Company“Principal Location”). Subject to the direction of and reporting to the Chief Executive Officer of LLC, Employee shall perform all services, acts or things advisable to manage and conduct the day-to-day operations of LLC, and such other areas consistent with his title as the Chief Executive Officer of LLC may request, it being understood that Employee shall have all duties and authorities as customarily exercised by an individual serving not be required to perform any services, acts or things not in such position accordance with applicable law or ethical standards or in a company the nature and size best interests of the Companyshareholders of the LLC or ▇▇▇▇. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout During the Employment Period, the Executive shall use his best efforts Employee agrees to perform his duties under this Agreement fullyhereunder faithfully and to the best of his ability and to devote his full professional working time, diligently attention and faithfully, and shall use his best efforts energies to promote the interests transaction of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time Employer’s business, in each case subject to the affairs of terms hereof. During the Company; providedEmployment Period, however, that anything herein to Employee shall not be employed or otherwise engaged in any other business or enterprise without the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board Employer. Notwithstanding any other term hereof, but subject to the terms and provisions of Directors of the Company Sections 8, 9 and 10, nothing contained herein shall preclude Employee from (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (iii) engaging in charitable activities and community affairs, (iiiii) managing his personal and/or and family investments and affairs, affairs or (iii) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and (iv) engaging in any other activities approved by the Board; provided that the activities described above businesses which do not compete with the business of the Employer (it being understood that a reasonable number would be one public company board and one private company board), in each case as long as such activities do not materially interfere with the performance discharge of the Executive’s his duties and responsibilities to the Company as provided hereunderunder this Section 1(b).

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer Director agrees to serve as an Director of the Company reporting directly and to be available to perform the duties consistent with such position pursuant to the Chief Executive Officer Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall have all duties not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and authorities attention to the Company as customarily exercised by an individual serving is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in such position in a company any way impact Director’s independence, and if Director determines that is no longer the nature and size of case, Director will promptly notify the Company. The Executive Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at all times comply when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with all written Company policies applicable to him. The ExecutiveDirector’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties obligations under this Agreement fullyAgreement. Subject to the forgoing, diligently and faithfully, and shall Director will use his Director’s best efforts to promote the interests of the Company and its subsidiaries stockholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and affiliatesthe OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date By execution of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsDirector accepts Director’s appointment or election as an independent Director of the Company, and (iv) engaging agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other activities approved by capacity. (d) Director’s status during the Board; Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as Director hereunder shall be made or provided hereunderwithout withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Throughout The Executive agrees to serve as Executive Vice President, Chief Financial Officer and Treasurer of the Employment PeriodCompany during the Term. In such capacity, the Executive shall be have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Financial Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company reporting directly and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with all written Company policies applicable to him. The Executive’s primary office location shall be at ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company’s executive offices Chief Executive Officer in writing of the San Diego, California metropolitan area, but the Executive shall undertake fact that he has accepted such travel as is reasonably required for his duties hereundera non-profit directorship. (b) Throughout If the Employment PeriodCompany or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall use his best efforts continue to perform his duties be employed under this Agreement fullyuntil the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), diligently and faithfully, shall cooperate fully with the Chief Executive Officer and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) perform such duties not inconsistent with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not provisions hereof as he shall be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved assigned by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderChief Executive Officer.

Duties. (a) Throughout 2.1 The Employee is employed initially as the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the President and Chief Executive Officer of the CompanyEmployer and, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time subject to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent direction of the Board of Directors of the Company (Employer or its designee, consistent with this Agreement and the “Board”)designation of Employee as President and Chief Executive Officer, shall perform and discharge well and faithfully the duties which consent will not may be unreasonably withheld or delayed, serving assigned to the Employee from time to time by the Employer in connection with the conduct of its business. The duties and responsibilities of the Employee are set forth on Exhibit A attached hereto. 2.2 In addition to the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitationduties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the entities where Employee shall: (a) devote substantially all of the Executive was serving as a director on the date of this AgreementEmployee's time, (ii) engaging in charitable activities energy and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with skill during regular business hours to the performance of the Executive’s duties of the Employee's employment (reasonable vacations and responsibilities reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Company Employee by the Board of Directors of the Employer which are consistent with this Agreement and the designation of Employee as President and Chief Executive Officer; and (c) timely prepare and forward to the Board of Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee's entire business time, attention and energies to the Business of the Employer and shall 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; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided hereunderthat such purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board approves of such activities prior to the Employee's engaging in them. Notwithstanding anything to the contrary in the preceding provisions of this Section 2.3, the Employee may continue to serve on any board of directors that the Employee serves upon as of the Effective Date.

Duties. (a2.1 The Executive shall serve, subject to the supervision and control of the Corporation's President and Chief Operating Officer as the Senior Vice President - Operations of the Corporation with the responsibilities and authority, and status and perquisites which have, consistent with past practice, been delegated or granted by the Corporation to an employee holding such position(s) Throughout or which are customarily delegated or granted by similarly situated corporations to an employee holding similar position(s). If Executive is appointed to additional offices by the Employment Corporation during the Contract Period, the Executive shall have the responsibilities and authority, and status and perquisites consistent with the past practices of the Corporation or which are customarily delegated or granted by similarly situated corporations to an employee holding such position(s). Executive shall also perform any additional lawful services and assume any reasonable additional responsibilities, not inconsistent with his then current position, as shall from time to time be assigned to him by the Board of Directors of the Corporation (the "Board") or by the President and Chief Financial Operating Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunderCorporation. (b) Throughout 2.2 Executive agrees that during the Employment Contract Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive he shall devote substantially all of his business full working time and attention and give his best effort, skill and abilities exclusively to the affairs business and interests of the CompanyCorporation; provided, however, that anything herein the foregoing shall not be construed to the contrary notwithstanding, nothing shall preclude the Executive from prohibit Executive's service as a (i) with director or officer of any trade association, civic, educational or charitable organization or governmental entity or, subject to approval by the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving President and Chief Operating Officer as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairsa director of any corporation which is not a competitor of the Corporation, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do such service by Executive does not materially interfere with the performance by Executive of the responsibilities delegated under Section 2.1 above. 2.3 Executive shall carry out all responsibilities delegated in Section 2.1 above at such location within the continental United States as the President and Chief Operating Officer may from time to time, after consultation with Executive’s duties and responsibilities to , deem appropriate, except for travel reasonably required in the Company as provided hereunderperformance of Executive's responsibilities.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer Director agrees to serve as an independent Director of the Company reporting directly and to be available to perform the duties consistent with such position pursuant to the Chief Executive Officer Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall have all duties not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and authorities attention to the Company as customarily exercised by an individual serving is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in such position in a company any way impact Director’s independence, and if Director determines that is no longer the nature and size of case, Director will promptly notify the Company. The Executive Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at all times comply when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with all written Company policies applicable to him. The ExecutiveDirector’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties obligations under this Agreement fullyAgreement. Subject to the forgoing, diligently and faithfully, and shall Director will use his Director’s best efforts to promote the interests of the Company and its subsidiaries stockholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under the rules and affiliatesregulations of the Securities and Exchange Commission, the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date By execution of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsDirector accepts Director’s appointment or election as a Director of the Company, and (iv) engaging agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as a Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other activities approved by capacity. (d) Director’s status during the Board; Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as Director hereunder shall be made or provided hereunderwithout withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the The Company reporting directly represents to the Chief Executive Officer Manager that the United States Bankruptcy Court for the District of Delaware (the Company"Bankruptcy Court") has entered an order, dated October 7, 1999 (the "Confirmation Order") appended hereto and shall have all duties and authorities incorporated herein by reference approving Senior Member as customarily exercised by an individual serving in such position in a company the nature and size responsible officer of the Company. The Manager will assign Senior Member to serve as Acting Chief Executive shall at all times comply with all written Company policies applicable Officer and other staff to him. The Executive’s primary office location shall be at perform other services required of the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties Manager hereunder. (b) Throughout Pursuant to and except as limited by the Employment Periodterms of the Confirmation Order, Senior Member shall be authorized to make decisions with respect to all aspects of the management and operation of the Company's business, including without limitation organization and human resources, marketing and sales, logistics, finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and the provisions of Delaware law and the United States Bankruptcy Code applicable to the obligations of persons acting on behalf of corporations. Neither Senior Member nor other staff (individually, a, "Representative" and collectively, the Executive "Representatives") shall use his best efforts have any authority to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts make decisions with respect to promote the interests of executing transactions or otherwise committing the Company and or its subsidiaries and affiliatesresources other than in the ordinary course of business unless approved by the Bankruptcy Court (if prior to the Effective Date), or otherwise approved by the board of directors of Reorganized Crown (if after the Effective Date). (c) Executive The Manager shall cause Senior Member to devote substantially all of his business time to the affairs performance of services for the Company hereunder on behalf of the Manager. The Manager shall not be obligated to cause Senior Member to be available to perform services hereunder for any specific minimum number of hours during any period, it being understood that Senior Member shall be obligated to furnish such hours of service as he deems necessary in his sole discretion to perform his duties on behalf of the Manager hereunder. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Company's operational and financial health and stability and, except for the amount referenced in Section 4(b) hereof, the Company's obligation to provide the compensation specified under Section 4 hereof shall not be conditioned upon any particular results being obtained by the Manager. (e) In view of the Company; provided's present circumstances, howeverthe Company acknowledges that Senior Member may be required to make decisions with respect to extraordinary measures quickly and that the depth of his analyses of the information on which his decisions will be based may be limited in some respects due, that anything herein to the contrary notwithstandingavailability of information, nothing time constraints and other factors. Moreover, each Representative shall preclude the Executive from (i) with the prior written consent be entitled, in performing his duties hereunder on behalf of the Board Manager, to rely on information disclosed or supplied to them without verification or warranty of Directors of the Company (the “Board”), which consent will not be unreasonably withheld accuracy or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereundervalidity.

Duties. (a) Throughout the Employment Period, the Executive You shall continue to be the Chief Financial Officer nominated as a director of the Company reporting directly and, subject to your election thereto by the Chief Executive Officer Board of Directors or the stockholders of the Company, you shall be employed as Vice Chairman of the Board of Directors of the Company; and you shall also be employed as the President of the Company. In such capacities, you shall serve as a senior executive officer of the Company and shall have the duties and responsibilities prescribed for such positions by the By-Laws of the Company, and shall have all such other duties and authorities responsibilities as customarily exercised may from time to time be prescribed by an individual serving in such position in a company the nature and size Board of Directors of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but or the Executive shall undertake Committee of the Board of Directors, provided that such travel duties and responsibilities are consistent with your positions as a senior executive officer. In the event that during the term of your employment hereunder your duties and responsibilities are expanded or your title is reasonably required for his duties hereunder. changed (b) Throughout without reduction in status), then in either or both events the Employment Period, the Executive shall use his best efforts to perform his duties rights and obligations under this Agreement fullyshall not be affected. In the performance of your duties, diligently and faithfully, and you shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time be subject to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent supervision and direction of the Board of Directors of the Company and the Executive Committee of the Board of Directors. Exhibit 10(g) Employment Agreement between Avatar Holdings Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued (b) Subject to the “Board”)term of your employment hereunder, which consent you shall devote your full working time and effort to the proper performance of your duties and responsibilities as Vice Chairman of the Board of Directors and President. You hereby represent and warrant to the Company that you have no obligations under any existing employment or service agreement and that your performance of the services required of you hereunder will not be unreasonably withheld conflict with other existing obligations or delayedcommitments. Nothing in this Agreement shall preclude you from engaging, serving on the boards of directors of other business entitiesconsistent with your duties and responsibilities hereunder, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, . (iiic) managing his personal and/or family investments You shall perform the services contemplated hereunder at the principal executive office of the Company and affairs, and (iv) engaging in any at such other activities approved by the Board; provided that the activities described above do not interfere with locations as may be reasonably necessary to the performance of such services, and you shall be required to relocate your principal residence to the Executive’s duties and responsibilities to vicinity of the principal executive offices of the Company as provided hereundersoon as practicable after the Commencement Date.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of The Employee is presently engaged as the Company, 's Senior Vice President-Merchandising and shall have all he agrees to continue to perform the duties and authorities services incident to that position, or such other or further duties and services of a similar nature as customarily exercised may be reasonably required of him by an individual serving in such position in a company the nature and size of the Company. The Executive Employee shall at all times comply report to, and be subject to the direction and control of the President of the Company consistent with all written Company policies applicable to himthe terms of this Agreement. The Executive’s primary office location Employee shall be at perform his duties for the Company primarily from the Company’s executive offices 's facilities at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other similarly situated locations of the Company to which the Employee may be assigned to from time to time by the Company. Notwithstanding the foregoing, Employee acknowledges and agrees that from time to time, in the San Diegoordinary course of the business of the Company that the Employee will be required to travel, California metropolitan area, but the Executive shall and Employee hereby agrees to undertake such travel as is reasonably required for travel. The Employee shall devote his duties hereunder. (b) Throughout the Employment Periodfull business time, the Executive shall use his attention, energies and best efforts to perform the performance of his duties under this Agreement fully, diligently hereunder and faithfully, to the promotion of the business and shall use his best efforts to promote the interests of the Company and its of any corporate subsidiaries and affiliates. or affiliated companies. Nothing contained in this Section 3 shall be construed as preventing Employee from investing his personal assets, provided that no such investment (ca) Executive shall devote substantially all violate the provisions of his business time to Section 7 or 8 of this Agreement or (b) constitute the affairs usurpation of a corporate opportunity of the Company; provided. For purposes of this Section 3, however, that anything herein to the contrary notwithstanding, nothing a corporate opportunity shall preclude the Executive from be (i) with one presented to or made available to the prior written consent of the Board of Directors Company or any affiliate of the Company and known by the Employee or (ii) an investment or acquisition known by Employee as being considered by the “Board”)Company or any affiliate of the Company, but a corporate opportunity shall not include any investment opportunity presented to or made to the Company or any affiliate of the Company which consent will not be unreasonably withheld neither the Company nor such affiliate elects to pursue within a reasonable time. In addition, during the Term or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date extended term of this Agreement, (ii) engaging in the Employee may serve on corporate, civic or charitable activities and community affairsboards or committees, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided except boards or committees of corporations that the activities described above do not interfere compete with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderCompany.

Duties. (a) Throughout The Employee shall serve as the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Co-Chief Executive Officer of the CompanyCompany so long as ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ is a Co- Chief Executive Officer, and shall have all duties and authorities thereafter as customarily exercised by an individual serving in Chief Executive Officer, and, if elected to such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of by the Board of Directors of the Company (the “"Board”"), which consent will not be unreasonably withheld or delayedas the President of the Company and as Co-Chairman of the Board so long as ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ is Co-Chairman of the Board, serving on and thereafter as Chairman of the boards Board, and shall faithfully and to the best of directors his ability perform reasonable duties, functions and responsibilities commensurate with such positions, subject only to the direction of other the Board. (b) The Employee shall devote his full working time, energy and skills to his employment pursuant to this Agreement and use his best efforts to promote the business entitiesand interests of the Company, trade associations and/or charitable organizations, and its subsidiaries. The Employee shall serve as an officer (including, without limitationbut not limited to, President and Chairman or Co-Chairman of the entities where the Executive was serving as Board) and a director on of the date Company and any subsidiary or affiliate thereof if so elected to such positions, although he may at any time resign from any office or directorship to which he may have been elected for any reason. The Employee shall not perform services for compensation for himself or for any entity or person other than the Company or a subsidiary or affiliate thereof during the Employment Period without the prior express written permission of the Board; it shall not, however, be a violation of this AgreementAgreement for the Employee to (i) serve on corporate, civic, club or charitable boards, for compensation or otherwise (the Employee being allowed to retain any such compensation without set-off, adjustment or diminution of his compensation hereunder); (ii) engaging participate in charitable professional activities and community affairs, organizations; and (iii) managing his manage personal and/or family investments and affairsinvestments, and (iv) engaging in any other so long as those activities approved by the Board; provided that the activities described above do not interfere with the Employee's performance of the Executive’s duties and his responsibilities to the Company as provided hereunderunder this Agreement.

Duties. (a) Throughout a. The Company hereby engages the Employment PeriodConsultant and the Consultant hereby accepts engagement as a consultant. It is understood and agreed, and it is the Executive shall be express intention of the Chief Financial Officer parties to this Agreement, that the Consultant is an independent contractor, and not an employee or agent of the Company reporting directly to the Chief Executive Officer of the Company, and for any purpose whatsoever. Consultant shall have perform all duties and authorities obligations as customarily exercised described on Exhibit A hereto (the “Services”) and agrees to be available at such times as may be scheduled by an individual serving the Company. It is understood, however, that the Consultant will maintain Consultant’s own business in such position in a company the nature and size of addition to providing services to the Company. The Executive shall at Consultant agrees to promptly perform all times comply services required of the Consultant hereunder in an efficient, professional, trustworthy and business like manner. A description of the Consultant’s services are attached hereto as Exhibit A and incorporated by reference herein. b. In connection with all written Company policies applicable to him. The ExecutiveConsultant’s primary office location shall be at performance of the Company’s executive offices Services specified in the San DiegoStatement of Work, California metropolitan areaCompany agrees to provide Consultant and/or each subcontractor, but such materials as may be necessary for the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts Services to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company be performed (the “BoardMaterials”). The Company hereby represents, which consent warrants, covenants and agrees that the Materials will not be unreasonably withheld true and accurate and shall be free of any material omissions or delayedmisstatements and otherwise compliant will all applicable laws. c. The Company shall provide disclosures in each of its Forms 10-K and 10-Q as to the existence of this Agreement and any Statement of Work, serving on the boards amount paid or to be paid in connection with each Statement of directors Work and the types of other business entitiesservices to be provided under each Statement of Work. d. During the Term, trade associations and/or charitable organizationsthe Company shall advise Consultant of any and all promotional activities with respect to its securities, prior to the commencement of such activities, including, without limitationbut not limited to, press releases and engagements with other investment relations firms or other service providers providing services similar to those or the entities where the Executive was serving as Services provided in a director on the date Statement of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderWork.

Duties. (a) a. Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) b. Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates.. Exhibit 10.3 (c) c. Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout The Employee shall devote his full time and attention to the Employment Periodpractice of medicine in which the Employer is and will be engaged, the Executive shall be the Chief Financial Officer as an employee of the Company reporting directly to Employer, and the Chief Executive Officer Employee shall not, without the written consent of the CompanyBoard of Directors (the "Board"), and shall have all duties and authorities as customarily exercised by an individual serving either directly or indirectly, engage in any other professional or business activity, whether or not such position professional or business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that the Employee may engage in a company personal non-financial pursuits that do not substantially interfere with the nature and size performance of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullynothing contained herein shall be construed as preventing the Employee from investing his assets in such form or manner as will not require his services in the operation of the affairs of the company or companies in which such investment or investments are made. Any consent granted to the Employee to engage in other professional or business activities shall be revocable by the Employer at any time upon ten (10) days' notice, and the Employee agrees to cease and desist upon receipt of such notice. The Employee shall use his best efforts to promote the interests interest and welfare of the Company Employer and, during the term of this Agreement, the Employee shall not engage in the practice of medicine except as an employee of the Employer. The Employee shall abide by all of the rules, regulations and its subsidiaries policies established or promulgated by the Employer. The Employee shall devote such time to the administration and affiliates.operation of the medical practice of the Employer as the Employer shall determine. The Employee shall provide such evening and weekend coverage for the Employer's medical practice as shall be assigned to him, from time to time, by the Employer. His duties shall include, but not be limited to, the following: (a) Keeping and maintaining (or causing to be kept and maintained) appropriate records relating to all professional services rendered by him during the term of his employment with the Employer; (b) Preparing and attending to, in connection with such services, all reports, claims and correspondence necessary or appropriate in the circumstances, all of which records, reports, claims and correspondence shall belong to the Employer; (c) Executive shall devote substantially all of his business time to Working with the affairs staff of the Company; providedEmployer in a cooperative, however, that anything herein constructive manner consistent with a policy of providing quality professional services to patients while maintaining excellent morale among the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent members of the Board of Directors staff of the Company Employer; and (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of d) Carrying out all other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved duties assigned to him by the Board; provided that Board or the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderPresident.

Duties. (a) Throughout the Employment PeriodDuring Agreement Phase A, the Executive you shall be the Chief Financial Officer of serve the Company reporting as its Chairman and Chief Executive Officer. In such capacities you shall: (i) have the duties of such offices as specified in the Bylaws; (ii) report directly to the Chief Executive Officer Board; and (iii) have general executive supervision and management of the business and affairs of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company subject to the nature and size direction of the CompanyBoard or any Committee thereof. The Executive foregoing shall at all times comply with all written Company policies applicable not, however, be deemed to him. The Executive’s primary office location shall be at restrict you from attending to matters or engaging in activities not directly related to the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests business of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business that do not interfere with your full time to the affairs of employment duties with the Company; provided, however, that anything herein to the contrary notwithstanding, nothing . It shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date violation of this AgreementAgreement for you to (A) serve on corporate, civic or charitable boards or committees, (iiB) engaging in charitable activities and community affairsdeliver lectures, (iii) managing his personal and/or family investments and affairs, fulfill speaking engagements or teach on a part-time basis at educational institutions and (ivC) engaging manage personal investment and/or engage in any other personal activities, so long as such activities approved by the Board; provided that the activities described above do not interfere with the performance of your responsibilities as an employee of the Executive’s duties Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by you during employment with the Company prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of your responsibilities to the Company. On August 16, 2006 you shall no longer be an employee of the Company. (b) During the Agreement Phase B, you shall not be an employee of the Company but shall stand ready to perform, as provided hereunder.an independent contractor, the duties, and hold the position, of non-executive Chairman of the Board, as may be requested by the Company acting in its sole discretion, subject to any required shareholder approval. In no event shall there be any reduction in your Agreement Phase B Compensation (Section

Duties. (a) Throughout During the Employment Period, the Executive shall devote the Executive’s full business time, energies and talents to serving as the President & Chief Executive Officer of the Company, at the direction of the Company’s Board of Directors. The Executive shall have such duties and responsibilities as may be assigned to the Executive from time to time by the Company’s Board of Directors, which duties and responsibilities shall be commensurate with the Executive’s position, shall perform all duties assigned to the Executive faithfully and efficiently, subject to the direction of the Company’s Board of Directors and shall have such authorities and powers as are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Executive hereunder. The Executive shall perform the duties required by this Agreement at the Company’s Iowa City Headquarters unless the nature of such duties requires otherwise. During the Employment Period, the Executive shall be the Chief Financial Officer nominated to serve as member of the Company reporting directly Board, subject to the Chief Executive Officer election of the Companyshareholders. Notwithstanding the foregoing provisions of this Section 2, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout during the Employment Period, the Executive shall use his best efforts may devote reasonable time to perform his activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Company’s Board of Directors, inhibit, prohibit, interfere with or conflict with the Executive’s duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote or conflict in any material way with the interests business of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Companyor an Affiliate; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from shall not serve on the board of directors of any business (iother than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Company’s Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderDirectors.

Duties. During the Term, the Employee shall serve as the Senior Vice President, General Counsel, and Corporate Secretary of the Company. In this capacity, the Employee shall have the duties, authorities, and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee by the President and Chief Executive Officer that are not inconsistent with the Employee’s position as Senior Vice President, General Counsel, and Corporate Secretary. In addition: (a) Throughout The Employee will devote her full time and best efforts, talents, knowledge and experience to serving as the Employment PeriodCompany’s Senior Vice President, General Counsel and Corporate Secretary. The Employee will perform her duties diligently and competently and will act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Employee will also comply with the Company’s Compensation Recovery Policy, as it may be amended from time to time. Further, the Executive shall be Employee will at all times during the Chief Financial Officer Term of this Agreement strictly adhere to and obey all of the Company reporting directly rules and regulations in effect from time to time relating to the Chief Executive Officer conduct of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size Employees of the Company. The Executive shall at all times comply Employee will not engage in consulting work or any trade or business for her own account or for or on behalf of any other person, firm or company that, as determined by the Company in its sole discretion, competes, conflicts or interferes with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices performance of her duties hereunder in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunderany material way. (b) Throughout the Employment Period, the Executive shall use his best efforts The Employee agrees to perform his duties under this Agreement fully, diligently serve without additional compensation as an officer and faithfully, and shall use his best efforts to promote the interests director of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs any of the Company; provided’s subsidiaries and agrees that amounts, howeverif any, that anything herein to received from such subsidiary may be offset against the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided amounts due hereunder.

Duties. (a) Throughout 1. The SUPERINTENDENT is hereby employed to serve as SUPERINTENDENT and agrees to perform the services, duties and obligations required by this Employment PeriodContract, applicable state and federal laws and regulations, and the Executive directives, rules, regulations and policies of the BOARD. 2. The SUPERINTENDENT shall be the Chief Financial Officer chief executive officer of the Company reporting directly San Diego Unified School District, hereinafter referred to the Chief Executive Officer of the Company, as "DISTRICT," and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Companypowers and rights necessary to carry out that role. The Executive Although the BOARD retains ultimate power and authority over decisions affecting the DISTRICT, the BOARD shall at all times comply not unreasonably interfere with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in day-to-day decision- making processes of the San Diego, California metropolitan areaSUPERINTENDENT, but the Executive shall undertake such travel BOARD retains the right to question, approve, or disapprove in its discretion as is reasonably required for his duties hereunderit deems appropriate the recommendations that the SUPERINTENDENT makes. (b) Throughout 3. The SUPERINTENDENT shall perform the duties and exercise the powers prescribed for a superintendent by Section 35035 of the California Education Code. The SUPERINTENDENT shall have the authority to accept resignations of personnel, for and on behalf of the BOARD, and designate subordinate personnel to do the same; fill vacant positions with the understanding that all personnel are subject to the approval of the BOARD as reflected in Board Resolutions; assign and direct employees of the DISTRICT; and organize, reorganize and arrange central office, administrative and supervisory staff, as she believes best serves the DISTRICT. 4. The SUPERINTENDENT shall give her exclusive professional services to the DISTRICT during the period of this Employment PeriodContract, except as otherwise provided in this document, and she shall attend all regular and special meetings of the BOARD, including closed session where no conflict of interest exists, unless otherwise excused by the BOARD. She shall faithfully and diligently perform the duties and responsibilities regularly performed by superintendents of school districts in this state, including active participation in community and civic organizations, and those required by the laws of the state. For her services to the DISTRICT she shall accept as full payment the compensation provided in this Employment Contract. 5. The SUPERINTENDENT shall not accept any outside consulting or employment during the first year of this Contract without BOARD approval. Subsequent to the first year of this Contract, the Executive SUPERINTENDENT shall use his best efforts to perform his not accept any outside employment that in any manner interferes with the performance of her duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; providedresponsibilities as SUPERINTENDENT. The BOARD recognizes, however, that anything herein certain outside employment may have a beneficial impact on the SUPERINTENDENT's professional growth and may not interfere with the SUPERINTENDENT's performance of her duties and responsibilities. Thus, the BOARD grants to the contrary notwithstandingSuperintendent, nothing shall preclude subject to prior approval by the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitationBOARD as to time commitment, the entities where opportunity to teach or serve as an adjunct professor or in some other capacity at the Executive was serving college or university level on a part-time basis in San Diego County. In addition, the SUPERINTENDENT may accept appointments to foundations, boards or commissions, as a director on long as such appointments do not provide compensation to the date of this Agreement, SUPERINTENDENT (iiother than expense reimbursement) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairswithout BOARD approval, and (iv) engaging in any other activities approved by the Board; provided private consulting or speaking engagements that the activities described above do not interfere with the Superintendent's performance of her duties under this agreement. The SUPERINTENDENT will take vacation or other leave time as defined by BOARD policy while performing any private consulting during normal weekday work hours. In no event will the ExecutiveBOARD be required to reimburse any expenses incurred by the SUPERINTENDENT in the performance of outside compensated employment. The SUPERINTENDENT further understands and agrees that any outside employment which may be allowed by this Contract must be at all times subservient to her duties as SUPERINTENDENT, and must be performed on vacation or leave days which have been authorized or approved by the President. 6. The SUPERINTENDENT ▇▇▇, during the Term of this Agreement and in the course of performing the professional services set forth in this Agreement, create original works of authorship or otherwise conceive or develop intellectual property (collectively, “Intellectual Property”). Such Intellectual Property shall not be deemed a work made for hire and shall be the sole property of the SUPERINTENDENT without regard to whether the Intellectual Property was created or developed during the SUPERINTENDENT’s duties and responsibilities normal working hours or whether the Intellectual Property was created or developed using DISTRICT resources. SUPERINTENDENT hereby grants to the Company DISTRICT a non-exclusive, royalty-free license to use any such Intellectual Property to the extent such use is necessary to conduct the ordinary business of the DISTRICT or the BOARD or is otherwise a Fair Use under federal law. 7. In order to improve communications, improve staff morale and community support, and to expedite the problem solving process, the BOARD, individually and collectively, shall promptly refer all material criticisms, complaints, and suggestions called to its attention to the Superintendent for study and resolution or suggestion. 8. This is an Agreement for the performance of professional services as provided hereundersuperintendent by the SUPERINTENDENT who shall not be assigned to any other position, except in cases of disability (as described in this Contract). 9. The SUPERINTENDENT shall render services in accordance with the school DISTRICT's standard work year of 248 work days per year, and she shall be entitled to the same holidays as are other non- represented managers of the DISTRICT.

Duties. Executive agrees that during the Employment Period while ------ Executive is employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the Vice President of Sales and Marketing of the Company and the Parent and providing services for the Company at the direction of the Company's President and Chief Executive Officer, or his designee (athe "CEO") Throughout or, for periods prior to the consummation of the Reorganization, the Manager of the Company or his designee (the "Manager"). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Manager or CEO, as applicable, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Manager or CEO, as applicable, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar type activities to the Executive shall be extent such activities do not, in the Chief Financial Officer reasonable judgment of the Company reporting directly to the Chief Executive Officer of the CompanyManager or CEO, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply applicable, inhibit, prohibit, interfere with all written Company policies applicable to him. The or conflict with Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his 's duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote or conflict in any material way with the interests business of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to Executive shall not serve on the contrary notwithstanding, nothing shall preclude the Executive from (i) board of directors of any business or hold any other position with any business without receiving the prior written consent of the Board of Directors of the Company (the “Board”)Manager or CEO, as applicable, which consent will may not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderwithheld.

Duties. During the Period of Employment (a) Throughout the Employment Periodas defined in Section 3), the Executive shall be the Chief Financial Officer of serve the Company reporting directly to in such position fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not and the corporate policies of the Company as they presently exist, and as such policies may be unreasonably withheld amended, modified, changed, or delayedadopted during the Period of Employment. In this position, serving on Executive shall report to the boards of directors of other business entitiesChief Executive Officer. If requested by the Company, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving shall also serve as a director on member of the date Board and any Board committees without additional compensation. Throughout the Period of Employment, Executive shall devote his full business time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Executive shall be permitted to (iii) engaging engage in charitable activities and community affairs, and (iiiii) managing his personal and/or family to make investments of any character in any business or businesses and affairsto manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and (iv) engaging in any other the aggregate, that such activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 14 and responsibilities 15, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance and Nominating Committee of the Board prior to the commencement of such service. Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as a President & Chief Operating Officer of the Company. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. During the Term of this Agreement: (a) Throughout Employee shall hold the Employment Period, the Executive office of President of Employer or such other position of comparable or higher authority and responsibility within Employer or any of its affiliated entities as shall be mutually agreeable. Such services shall be provided at the Chief Financial Officer Employer's office located in Lakewood, Colorado or such other location of the Company reporting directly Employer's office as Employer shall reasonably designate, although Employee shall travel as reasonably necessary to perform his duties. Employee shall have the powers and authority customarily associated with such position. Employee shall assume such other responsibilities consistent with his position as President of Employer, as may be assigned to him from time to time by the President and Chief Executive Officer of GTS Duratek or another executive officer designated by the Company, President and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size Chief Executive Officer of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunderGTS Duratek. (b) Throughout the Employment Period, the Executive Employee shall use devote his best efforts and full working time to perform his duties under the business and affairs of the Employer, except that Employee shall be allowed reasonable vacations and reasonable leaves of absence, due to illness or incapacity that does not constitute a Long-Term Disability (as hereinafter defined), in accordance with the established policies of the Employer. Nothing in this Agreement fullyshall preclude Employee from engaging in charitable, diligently and faithfullyprofessional, and shall use his best efforts to promote community activities, in each case so long as such activities do not interfere with, conflict, or impair the interests proper performance of the Company and its subsidiaries and affiliatesEmployee's duties hereunder or Employer's business or reputation. (c) Executive Employee shall devote substantially all of his business time not receive compensation, other than honoraria, for services rendered to any Person other than the affairs of Employer during the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date Term of this Agreement. As used herein, (ii) engaging in charitable activities the term "Person" shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and community affairsother entities, (iii) managing his personal and/or family investments and affairsgovernments, agencies, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderpolitical subdivisions.

Duties. (a) Throughout the Employment Period, the The Executive shall be the has been elected as Executive Vice President and Chief Financial Officer of the Company reporting directly to the Chief Executive Information Officer of the Company, and shall have all duties and authorities he agrees to serve as customarily exercised by an individual serving in such position in a company the nature and size during each year of the Companyterm of this Agreement that he is elected to such office and 2 until his successor is elected and qualified. The If at any time prior to the expiration of this Agreement, the Board of Directors of the Company shall fail to reelect Executive shall at all times comply with all written as Executive Vice President and Chief Information Officer of the Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in 's Annual Organizational Meeting (except as a result of termination pursuant to Section 7 hereof), Executive's employment hereunder shall terminate ninety (90) days after the San Diego, California metropolitan area, but date of such meeting. During said ninety-day (90-day) period the Executive shall undertake continue to be employed under this Agreement, shall cooperate fully with the Company's Board of Directors and shall devote his full business time and attention to such travel duties not inconsistent with the provisions hereof as is reasonably required he shall be assigned by the Company's Board of Directors. Upon termination of Executive's employment hereunder pursuant to this Section 4(a), the Executive shall resign as an officer of the Company and each of its subsidiaries of which he shall then be a director and/or officer. Notwithstanding any such termination, the Executive, provided he does not violate the provisions of Section 9 hereof, shall be entitled to receive (i) as severance pay an amount equal to his Salary, at the rate in effect at the time of termination of employment hereunder, for his duties hereundera period of two (2) years after the date of such termination, payable in monthly installments, and (ii) the certain benefits provided for in Section 8 hereof, for a period of two (2) years after the date of such termination or such shorter period as provided in Section 8. If Executive's employment hereunder shall terminate pursuant to this Section 4(a), such termination shall not prevent Executive from accepting other employment with the Company or otherwise after the effective date of such termination. (b) Throughout The Executive agrees to devote his entire business time, attention and services exclusively to the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently business and faithfully, and shall use his best efforts to promote the interests affairs of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all to perform his duties with fidelity and to the best of his business time to ability. Executive may accept directorships on the affairs Board of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) Directors of profit and nonprofit corporations with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderCompany.

Duties. (a) Throughout During the Employment PeriodTerm (as defined in Section 4 below), the Executive shall be the Chief Financial Officer employed, and Executive hereby agrees to serve, as Executive Vice President and Regional President of the Company reporting directly Bank. As such, Executive shall have responsibilities, duties and authority reasonably accorded to, expected of, and consistent with Executive’s position as an Executive Vice President and Regional President. Executive shall also perform the duties and exercise the powers and functions that from time to time may be assigned or vested in him by the President and Chief Executive Officer of First Charter (the Company“President”), the Board of Directors of First Charter (the “Board”) and/or the Board of Directors of First Charter’s subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including responsibility for the management and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size operations of the CompanyBank’s GBC division. The Executive shall at all times comply with all written Company policies applicable hereby accepts this employment upon the terms and conditions herein contained and agrees to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time time, attention and best efforts to promote and further the business of First Charter and the Bank. Moreover, except as specifically authorized in advance by the President, Executive shall not, during the Employment Term (as defined in Section 4 below), be engaged as an employee or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage. Nothing in the foregoing limitations shall be construed as prohibiting Executive from making personal investments in such form or manner as will neither require his services in the operation or affairs of the Companycompanies or enterprises in which such investments are made nor violate the terms of Sections 7-11 hereof; provided, however, that anything herein during the Employment Term (as defined in Section 4 below), Executive may not beneficially own the stock or options to acquire stock totaling more than 5% of the contrary notwithstandingoutstanding shares of any corporation or entity, nothing shall preclude the Executive from or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (ias defined in Section 9 below) with First Charter and/or the prior written consent of Bank. The Parties further agree that such activities must not singly or in the Board of Directors of the Company (the “Board”)aggregate prevent, which consent will not be unreasonably withheld unduly limit or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not materially interfere with the performance of the Executive’s ability to perform his duties and responsibilities to First Charter and the Company Bank under this Agreement. During the Employment Term, Executive shall also: a. Comply with, execute and fulfill all lawful requests, instructions, policies and regulations made by the President, the Board or their authorized agents, included but not limited to general First Charter and/or Bank policies, rules and regulations applicable to First Charter and Bank employees; b. Faithfully and loyally serve First Charter, the Bank and their subsidiaries and affiliated companies to the best of his ability and use his utmost endeavors to promote their interests in all respects; c. Adhere faithfully to all applicable professional ethics and business practices, and follow and abide by all federal, state and municipal ordinances and laws relating to or regulating the business of First Charter, the Bank and their subsidiaries and affiliated companies; d. Specifically adhere to the terms of First Charter’s Code of Business Conduct and Ethics, e. Be fully and readily available to work on and perform his duties as provided hereunderassigned from time to time; and f. Assist in the identification and transitioning of any successor to his position, as requested, pending the termination or end of his Employment Term as set forth in Section 4 below. Notwithstanding the above duties, the President and/or the Board shall have the right to require Executive at any time during the Employment Term to carry out such special projects or functions commensurate with his abilities, employment position and status as Executive Vice President and Regional President of the Bank as the President and/or the Board shall in their absolute discretion determine.

Duties. (a) Throughout the Employment Period, the The Executive shall be the Chief Financial Officer of the Company reporting directly to serve as the Chief Executive Officer of the CompanyCorporation, in which capacities he shall be responsible for directing the operations and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size strategy of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company Corporation and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) such other duties consistent with the prior written consent of such position as the Board of Directors of the Company Corporation (the “Board”) shall determine from time to time. In addition, Executive shall serve as the Chairman of the Board and as interim General Counsel of the Corporation. Without limiting the foregoing, the Executive shall consult with the Board with respect to determining the Corporation’s business strategies. The position, duties and responsibilities of the Executive hereunder may be changed, in writing, from time to time after the date of his Agreement by mutual agreement of the parties. The parties further agree that upon a Change of Control (as hereinafter defined), which consent will if the Corporation fails and refuses to elect, appoint or name the Executive as the Chairman of the Board and Chief Executive Officer of the Corporation, the Executive, at his sole and exclusive option shall be entitled to terminate this Agreement and upon such termination, the provisions of Section 12 shall apply. (b) In the event that the Executive agrees in writing to be replaced by another individual to serve as the Corporation’s Chief Executive Officer and/or its Chairman of the Board, the Executive’s compensation and benefits hereunder shall not be unreasonably withheld reduced or delayed, serving on compromised in any manner. (c) The Executive shall receive no additional compensation for any services rendered as a Director in the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, event he is simultaneously employed by the entities where the Executive was Corporation and serving as a director on of the date Corporation. (d) During the term of this Agreement, the Executive shall, without compensation other than that herein provided (iiunless the Board shall assign additional salary for such duties and services), also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any subsidiary, division or affiliate of the Corporation, provided the Executive shall not be obligated to relocate from the New York City metropolitan area and shall not incur any personal liabilities therefore that the corporation does not bond or insure against in amounts satisfactory to the Executive. (e) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved Unless otherwise agreed to by the Board; provided that Executive, the activities described above do not interfere with the performance office of the Executive’s duties Executive shall be located at the principal offices of the Corporation within the New York metropolitan area and responsibilities the Executive shall not be required to locate his office elsewhere without his prior written consent. The Executive shall not be required to travel outside the Company as provided hereunderNew York metropolitan area more than sixty (60) days per year.

Duties. (a) Throughout The Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for the Employment Periodpositions of Executive Vice President-General Counsel, Chief Compliance Officer, Secretary and Assistant Treasurer and such other executive duties and responsibilities as the Chief Executive Officer shall from time to time reasonably assign to the Executive. Notwithstanding the foregoing, the Chief Executive Officer shall have the right to determine the persons who, and the matters on which such persons, report to Executive, and no exercise of such discretion shall be deemed for purposes of this Agreement to modify, alter or impair Executive’s duties and responsibilities hereunder. The Executive shall be the Chief Financial Officer of the Company reporting report directly to the Chief Executive Officer Officer. 2. Subclause (i) of Section 7(c) of the Employment Agreement is amended in its entirety to read as follows: (i) A material reduction of, or other material adverse change in, the Executive’s duties, titles, responsibilities or reporting requirements, or the assignment to the Executive of any duties, responsibilities or reporting requirements that are materially inconsistent with his position, which reduction, change or assignment is inconsistent with the provisions of Section 1(b) hereof; Except as expressly provided herein, the Employment Agreement shall continue in full force and effect. This letter has also been executed by Store Capital Corporation, solely in its capacity as the guarantor of the Company’s obligations pursuant to Section 16(g) of the Employment Agreement. If you agree that the foregoing reflects our agreement with regard to the amendment of the Employment Agreement, please sign both copies of this letter where indicated below and shall have all duties and authorities return one of the executed copies to me. Your signature where indicated below also acknowledges your receipt of $100 in consideration for the changes to the Employment Agreement contained in this letter. STORE CAPITAL ADVISORS, LLC By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer STORE CAPITAL CORPORATION, as customarily exercised by an individual serving in such position in a company the nature and size guarantor of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout obligations under the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently By: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Agreed and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company Accepted: EXECUTIVE /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ This SECOND AMENDMENT (the “BoardAmendment”), which consent will not be unreasonably withheld dated as of June 24, 2014 (the “Effective Date”), is entered into by and among Store Capital Corporation, a Maryland corporation (the “REIT” or delayedthe “Guarantor”), serving on STORE Capital Advisors, LLC, a Delaware limited liability company (the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs“Company”), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the “Executive’s duties and responsibilities to the Company as provided hereunder”).

Duties. (a) Throughout the Employment Period, the Executive Employee shall be the Chief Financial Officer of the Company reporting directly to the initially serve as Chief Executive Officer of the Company. In that capacity, Employee shall have authority and be responsible to manage the operations of the Company consistent with the Company's annual business plan. The Company's annual business plan will be formulated by Employee and approved by the appropriate Service Line Leader of Enterprise Profit Solutions Corporation, a Delaware corporation, parent of the Company, and shall have all duties subsidiary of EPS Solutions ("EPS"), and authorities as customarily exercised will, among other things, set forth guidelines related to budgeting, capital expenditures, hiring and strategic initiatives. Employee will formulate the business plan and manage the Company with the primary goal of enhancing stockholder value by an individual serving in such position in a company the nature maximizing revenues and size profitability of the Company. The Employee will have authority to bind the Company to contracts that are consistent with Employee's duties and responsibilities hereunder, subject to limitations consistent with EPS policies. Employee shall perform such related duties and services as EPS's board of directors (the "BOARD") and/or its Chief Executive shall Officer may from time to time assign, provided however, that if Employee remains employed by the Company, Employee's responsibility and authority within the Company will not be materially diminished without Employee's written consent as long as shares of restricted stock purchased by Employee pursuant to the Restricted Stock Purchase Agreement described in Section 4 are subject to Restrictions (as defined in such Restricted Stock Purchase Agreement) (the "RESTRICTED PERIOD"). Except as set forth herein, Employee's position and duties may be changed at all times comply with all written Company policies applicable any time and from time to himtime by the Board or Chief Executive Officer of EPS. The Executive’s primary office location Such duties shall be rendered at such place or places as the Company shall require based upon the interest, need, business and/or opportunities of the Company’s executive offices in , provided however, that for the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Restricted Period, the Executive principal place at which Employee renders such duties shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on relocated more than twenty-five (25) miles from the boards location of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director such place on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderhereof without Employee's written consent.

Duties. (a) Throughout the Employment PeriodThe Company does hereby hire, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Companyengage, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The employ Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from following capacities: (i) from November 1, 2004 through March 31, 2005, as Chief Operating Officer and (ii) from and after April 1, 2005, as Chief Executive Officer. Executive does hereby accept and agree to such hiring, engagement, and employment. Executive shall serve the Company in such positions in conformity with the prior written consent provisions of this Agreement, directives of the Board of Directors of the Company (the “Board”"BOARD"), which consent and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted from time to time. Executive shall have duties and authority consistent with Executive's positions of Chief Operating Officer and Chief Executive Officer, as applicable. Executive will not be unreasonably withheld or delayedelected to the Board effective November 1, serving 2004, and, subject to the recommendations of the Company's nominating and governance committees and shareholder vote, shall continue to serve on the boards Board during his employment hereunder. Executive shall not receive additional compensation for such Board service. (b) Throughout his employment, Executive shall devote his time, energy, and skill to the performance of directors of his duties for the Company, vacations and other business entitiesleave authorized under this Agreement excepted. During his employment hereunder, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director shall not serve on the date board of this Agreementany other publicly traded company without first receiving the written consent of the Board. The foregoing notwithstanding, (ii) engaging Executive shall be permitted to engage in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; affairs provided that the such activities described above do not materially interfere with the performance of the Executive’s 's duties and responsibilities hereunder. (c) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other employment or other agreement or policy to which Executive is a party or otherwise bound. This Agreement is further contingent upon Executive providing to the Company satisfactory evidence that he has been released from the restrictive covenant, as provided hereunder.it relates to the Company, contained in the May 20, 2004 Retirement Agreement between Executive and Abercrombie & Fitch Co.

Duties. The Executive’s services hereunder shall be provided on the basis of the following terms and conditions: (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but CEO as the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently Supervisor and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the ’s and Parent’s Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where ; (b) the Executive was serving as a director on shall be responsible for the date financial reporting and controls of this Agreementthe Company and Parent, all subject to any applicable law and to instructions provided by the Board from time to time; (iic) engaging in charitable activities the Executive shall faithfully, honestly and community affairsdiligently serve the Company and the Parent and cooperate with the Company and the Parent and utilize his professional skills and care to ensure that all services rendered hereunder are to the satisfaction of the Company and the Parent, (iii) managing his personal and/or family investments and affairsacting reasonably, and (iv) engaging in the Executive shall provide any other activities approved services not specifically mentioned herein, but which by the Board; provided that the activities described above do not interfere with the performance reason of the Executive’s capability the Executive knows or ought to know to be necessary to ensure that the best interests of the Company and the Parent are maintained; (d) the Executive shall assume, obey, implement and execute such vduties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Board, and/or CEO; and (e) the Executive shall report the results of his duties and responsibilities hereunder to the CEO and/or the Board as it may request from time to time. (f) The Executive shall not, without the prior written authorization of the Company, directly or indirectly undertake any other employment, whether as an employee of another employer or independently as an agent, consultant, director or in any other manner (whether for compensation or otherwise), and shall not assume any position or render services in any of the above-stated manners to any other entity or person. (g) The Executive undertakes to fulfill the responsibilities described in this Agreement and assist the Company, its affiliates, subsidiaries, related corporations and parent company now or hereafter existing (collectively, “Affiliates”) and to make himself available to them, during the employment period and even after the termination of his employment relations with the Company, for any reason, in any matter which the Company may reasonably request his assistance, including for the purpose of providing any information relating to his work or actions taken by him and including in the framework of disputes (including legal or quasi-legal proceedings). If the Company requires the Executive’s services after the termination of the employment relations with him, for any reason, it shall reimburse the Executive for his expenses in connection with performing the provisions of this Section. (h) The Executive shall not receive any payment and/or benefit from any third party, directly or indirectly, in connection with his employment with the Company. In the event the Executive breaches this Sub-section, without derogating from any of the Company’s right by law or contract, such benefit or payment shall become the sole property of the Company and the Company may set-of such amount from any sums due to the Executive. (i) The Executive acknowledges that the Company is committed to the restrictions as provided hereundermentioned in the Prevention of Sexual Harassment Law, 1998, and that sexual harassment is a severe disciplinary offence. (j) The Executive undertakes not to make improper use of computer, computer devices, internet and/or e-mails, including (but not limited to) use of illegal software or the receipt and/or transfer of pornographic material, and/or any other material that is not connected with his work and may be harmful to the Company, other employees or any other third party, as further detailed in the Company’s policy as may be amended from time. The current policy is attached hereto as ▇▇▇▇▇ ▇. (k) The Executive acknowledges and agrees that personal information related to his and the Executive’s terms of employment at the Company, as shall be received and held by the Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The information will be collected, retained, used, and transferred for legitimate business purposes and to the reasonable and necessary scope only, including: human resources management, business management and customer relations, assessment of potential transactions and relating to such transactions, compliance with law and other requests and requirements from government authorities and audit, compliance checks and internal investigations.

Duties. 2.1 The Company hereby appoints the Employee in the position of Associate Sourcer, commencing from 03 August 2022 (a"Commencement Date") Throughout or such other day as agreed upon between you and CrowdStrike, upon the Employment terms and conditions set forth in this Agreement. The Employee will initially be located in the office of the Company at World Trade Centre, Tower ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ and may subsequently transferred to any other location. 2.2 The Employee shall be under probation for a period of 3 months, during which period the Employee's performance shall be monitored closely ("Probation Period"). The Company may, at its discretion extend this Probation Period, in writing. Upon completion of the Probation Period, a decision will be taken regarding the confirmation of the Employee's service. In the event that the employment is confirmed, the Employee will be issued a letter of confirmation. Notwithstanding the "Termination" clause below, during the Probation Period, the Executive Company may terminate the Employee without by providing a notice period of 1 month. 2.3 Subject to the successful completion of the Probation Period and the confirmation of employment, the term of the Employee's employment with the Company shall be continue until terminated in accordance with the Chief Financial Officer "Termination" clause below. The duration for which the Employee continues to remain an employee of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at referred to as the Company’s executive offices in "Employment Term." The Employee shall devote the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his Employee's full time and best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the advancement of the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business in accordance with the policies established, from time to time, by the affairs Board or other appropriately designated person or group, and shall perform such duties related to or incidental to the duties contained herein as may be prescribed from time to time. During the Employment Term, the Employee will report to the Lead Recruiter and shall act in accordance with the Company's instructions on any matter. The Employee agrees that the Employee's job duties and the reporting manager may be changed at the discretion of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) . 2.4 The Employee's employment with the prior written consent of Company is contingent on the Board of Directors of Employee procuring all relevant registrations and permissions to work for the Company (the “Board”)in India, which consent will not be unreasonably withheld or delayedincluding relevant visa to migrate to and work in India, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderapplicable.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of The Employee is presently engaged as the Company, 's Vice President-Merchandising and shall have all he agrees to continue to perform the duties and authorities services incident to that position, or such other or further duties and services of a similar nature as customarily exercised may be reasonably required of him by an individual serving in such position in a company the nature and size of the Company. The Executive Employee shall at all times comply report to, and be subject to the direction and control of the President of the Company consistent with all written Company policies applicable to himthe terms of this Agreement. The Executive’s primary office location Employee shall be at perform his duties for the Company primarily from the Company’s executive offices 's facilities at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other similarly situated locations of the Company to which the Employee may be assigned to from time to time by the Company. Notwithstanding the foregoing, Employee acknowledges and agrees that from time to time, in the San Diegoordinary course of the business of the Company that the Employee will be required to travel, California metropolitan area, but the Executive shall and Employee hereby agrees to undertake such travel as is reasonably required for travel. The Employee shall devote his duties hereunder. (b) Throughout the Employment Periodfull business time, the Executive shall use his attention, energies and best efforts to perform the performance of his duties under this Agreement fully, diligently hereunder and faithfully, to the promotion of the business and shall use his best efforts to promote the interests of the Company and its of any corporate subsidiaries and affiliates. or affiliated companies. Nothing contained in this Section 3 shall be construed as preventing Employee from investing his personal assets, provided that no such investment (ca) Executive shall devote substantially all violate the provisions of his business time to Section 7 or 8 of this Agreement or (b) constitute the affairs usurpation of a corporate opportunity of the Company; provided. For purposes of this Section 3, however, that anything herein to the contrary notwithstanding, nothing a corporate opportunity shall preclude the Executive from be (i) with one presented to or made available to the prior written consent of the Board of Directors Company or any affiliate of the Company and known by the Employee or (ii) an investment or acquisition known by Employee as being considered by the “Board”)Company or any affiliate of the Company, but a corporate opportunity shall not include any investment opportunity presented to or made to the Company or any affiliate of the Company which consent will not be unreasonably withheld neither the Company nor such affiliate elects to pursue within a reasonable time. In addition, during the Term or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date extended term of this Agreement, (ii) engaging in the Employee may serve on corporate, civic or charitable activities and community affairsboards or committees, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided except boards or committees of corporations that the activities described above do not interfere compete with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderCompany.

Duties. (a) Throughout Employee shall continue to be nominated as a director of the Employment PeriodCompany and, subject to Employee's election thereto by the Executive Board of Directors or the stockholders of the Company, Employee shall be employed as the President and Chief Financial Executive Officer of the Company. In such capacities, Employee shall serve as the senior executive officer of the Company reporting directly to and shall have the Chief Executive Officer duties and responsibilities prescribed for such positions by the By-Laws of the Company, and shall have all such other duties and authorities responsibilities as customarily exercised may from time to time be prescribed by an individual serving in such position in a company the nature and size Board of Directors of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but or the Executive shall undertake Committee of the Board of Directors, provided that such travel duties and responsibilities are consistent with Employee's position as the senior executive officer. In the event that during the term of Employee's employment hereunder Employee's duties and responsibilities are expanded or Employee's title is reasonably required for his duties hereunder. changed (b) Throughout without reduction in status), then in either or both events the Employment Period, the Executive shall use his best efforts to perform his duties rights and obligations under this Agreement fullyshall not be affected. In the performance of Employee's duties, diligently and faithfully, and Employee shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time be subject to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent supervision and direction of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where and the Executive was serving Committee of the Board of Directors. (b) Subject to the term of Employee's employment hereunder, Employee shall devote Employee's full working time and effort to the proper performance of Employee's duties and responsibilities as a director on President and Chief Executive Officer. Employee hereby represents and warrants to the date of this Agreement, (ii) engaging in charitable activities Company that Employee has no obligations under any existing employment or service agreement other than the Original Agreement and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the Employee's performance of the Executive’s duties and responsibilities to the Company as provided hereunder.services required of Employee hereunder will not conflict with any other existing obligations or

Duties. (a) Throughout the Employment PeriodThe Employee will be employed as Chief Medical Officer, the Executive shall be the Chief Financial Officer of the Company reporting directly to the President and Chief Executive Officer of the Company. During the Employee’s employment, the Employee agrees to serve and shall have all perform such duties consistent with being a Chief Medical Officer at such times and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel manner as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of or the Board of Directors of the Company (the “Board”) may reasonably from time to time direct. At the Company’s discretion, the Employee may be given additional duties or different duties, and this Agreement shall apply as well to any such duties assumed by Employee. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company. b) During the Employment Period (as defined below), which consent will the Employee agrees to faithfully perform the duties assigned to him to the best of his ability and to devote full and undivided time to the transaction of the Company’s business; provided, however, that during the Employment Period the Employee may provide consulting services for the entities listed on Annex A hereto and any other entity approved in writing in advance by the Company (“Approved Consulting Services”) such that the Employee devotes an aggregate of not more than one day per week to all Approved Consulting Services. The Employee acknowledges and agrees that the Company may disclose, in a press release or otherwise, that the Employee is providing consulting and advisory services to Agile Therapeutics, Inc. c) The Employee shall spend at least 50% of his business time at the Company’s principal place of business, currently located at O▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or at such other location as the Company may reasonably request in order for the Employee to perform his duties hereunder. Notwithstanding the preceding sentence, the Company acknowledges and agrees that the Employee shall not be unreasonably withheld or delayed, serving on required to relocate his primary residence to the boards greater Cincinnati area. The Employee shall provide the Company notice of directors of other business entities, trade associations and/or charitable organizations, including, without limitationhis travel schedule with as much advance notice as is reasonably practicable. After receiving such notice, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereundershall coordinate making appropriate travel arrangements.

Duties. (a) Throughout the Employment Period, the Executive shall be have the Chief Financial Officer normal duties, responsibilities, functions, and authority of the Company reporting directly _________, subject to the Chief Executive Officer of the Company, power and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent authority of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld and Executive shall report to the Chief Executive Officer (the “CEO”). Executive shall render to the Company administrative, financial, and other executive and managerial services that are consistent with Executive’s position as _________ of the Company, as the CEO and/or the Board may from time to time direct. Executive shall devote Executive’s full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or delayedother incapacity) to the business and affairs of the Company, serving its Affiliates, and its Subsidiaries. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall support and implement the business and strategic plans as directed from time to time by the CEO and shall support and cooperate with the Company’s effort to expand the business and operate in conformity with the business and strategic plans. So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of the CEO or the Board, who may approve under such procedures as the Board shall from time to time approve, serve on the boards board of directors of any other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairscompany for compensation or remuneration, and (iv) engaging Executive shall not undertake, engage in any or perform other activities approved by or services for Executive’s personal benefit or for the Board; provided that benefit of any Person other than the Company and its Subsidiaries and Affiliates if such other activities described above do not or services interfere with the performance of the Executive’s duties and responsibilities under this Agreement. Subject to the Company foregoing provision, nothing in this Agreement shall be construed as provided hereunderpreventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such a manner as Executive deems to be appropriate; provided, however, no such other activity shall conflict with Executive’s obligations under this Agreement or interfere with Executive’s performance of Executive’s duties under this Agreement.

Duties. (a) Throughout the Employment PeriodThe Company does hereby hire, the Executive shall be the Chief Financial Officer of the Company reporting directly to engage, and employ Employee as the Chief Executive Officer of the Company, and Employee does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Employee shall have all duties and authorities as customarily exercised by an individual serving serve the Company in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullydiligently, competently, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) in conformity with the prior written consent provisions of this Agreement, directives of the Board of Directors of the Company (the “"Board”"), which consent will not and the corporate policies of the Company as they presently exist, and as such policies may be unreasonably withheld amended, modified, changed, or delayedadopted during the Period of Employment, serving on and Employee shall have duties and authority consistent with Employee's position as Chief Executive Officer. If requested by the boards of directors of other business entitiesCompany, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving Employee shall also serve as a director on member of the date Board and Board committees without additional compensation. (b) Throughout the Period of Employment, Employee shall devote his full time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Employee shall be permitted to (iii) engaging engage in charitable activities and community affairs, (iiiii) managing his personal and/or family investments act as a director of any corporations or organizations outside the Company, not to exceed five (5) in number, and affairsreceive compensation therefor, and (iviii) engaging to make investments of any character in any other business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities approved by the Board; provided that the activities described above do not interfere with the performance of Employee's duties hereunder or conflict with the Executive’s provisions of Sections 12 and 13. (c) Employee shall exercise due diligence and care in the performance of his duties for and responsibilities the fulfillment of his obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Employee with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Employee's duties hereunder and consistent with his position as the Chief Executive Officer of the Company. (e) Employee hereby represents to the Company that the execution and delivery of this Agreement by Employee and the Company and the performance by Employee of Employee's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Employee is a party or otherwise bound.

Duties. (a) Throughout The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment Period(as defined in Section 2), the Executive shall be serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Financial Executive Officer and the corporate policies of the Company reporting directly as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall have duties and authority consistent with Executive's position as Executive Vice President and shall report to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company Company (the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder"Reporting Relationship"). (b) Throughout the Employment PeriodPeriod of Employment, the Executive shall use devote his best efforts time, energy, and skill to perform the performance of his duties for the Company, vacations and other leave authorized under this Agreement fullyexcepted. Notwithstanding the foregoing, diligently Executive shall be permitted to (i) engage in charitable and faithfullycommunity affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and shall use his best efforts to promote in the interests aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the Company and its subsidiaries and affiliatesoutstanding shares of such publicly traded competing business. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities hereby represents to the Company as provided hereunder.that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound. ▇▇▇▇ ▇▇▇▇▇▇▇ Employment Agreement-2001

Duties. Executive agrees that during the Employment Period while ------ Executive is employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as Executive Vice President and Chief Operating Officer of the Company and the Parent and providing services for the Company at the direction of the Company's President and Chief Executive Officer, or his designee (a) Throughout the "CEO"), or, for periods prior to the consummation of the Reorganization, the Manager of the Company, or his designee (the "Manager"). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Manager or CEO, as applicable, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Manager or CEO, as applicable, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar type activities to the Executive shall be extent such activities do not, in the Chief Financial Officer reasonable judgment of the Company reporting directly to the Chief Executive Officer of the CompanyManager or CEO, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply applicable, inhibit, prohibit, interfere with all written Company policies applicable to him. The or conflict with Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his 's duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote or conflict in any material way with the interests business of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to Executive shall not serve on the contrary notwithstanding, nothing shall preclude board of directors of any business (other than the Executive from (iCompany) or hold any other position with any business without receiving the prior written consent of the Board of Directors of the Company (the “Board”)Manager or CEO, as applicable, which consent will may not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderwithheld.

Duties. (a) Throughout The Executive agrees to serve as Executive Vice President and Chief Actuary of the Employment PeriodCompany during the Term. In such capacity, the Executive shall be have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Financial Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company reporting directly and its affiliates and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with all written Company policies applicable to him. The Executive’s primary office location shall be at ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company’s executive offices Chief Executive Officer in writing of the San Diego, California metropolitan area, but the Executive shall undertake fact that he has accepted such travel as is reasonably required for his duties hereundera non-profit directorship. (b) Throughout If the Employment PeriodCompany or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall use his best efforts continue to perform his duties be employed under this Agreement fullyuntil the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), diligently and faithfully, shall cooperate fully with the Chief Executive Officer and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) perform such duties not inconsistent with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not provisions hereof as he shall be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved assigned by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderChief Executive Officer.

Duties. (a) Throughout the Employment PeriodAs Senior Vice President, the Executive shall be the Technology and Chief Financial Officer of the Company reporting directly to the Chief Executive Accounting Officer of the Company, the Employee shall: (a) diligently, competently, and shall have faithfully perform all of the duties and authorities functions as customarily exercised by an individual serving in such may be assigned to the Employee hereunder commensurate with the position in a company the nature of Senior Vice President, Technology and size Chief Accounting Officer of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder.; (b) Throughout devote one hundred percent (100%) of the Employment PeriodEmployee’s full business time, the Executive shall use his best efforts to perform his duties under this Agreement fullyattention, diligently and faithfullyenergies, and shall use his best efforts effort to promote the interests business affairs of the Company Employer and its subsidiaries and affiliates.the Company; (c) Executive shall devote substantially achieve the results and other goals required by the Employer and the Company; (d) conduct all of his Employee’s activities in a manner so as to maintain and promote the business time to and reputation of the affairs of Employer and the Company; providedand (e) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof). Notwithstanding the foregoing, howeverthe Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on the Employee’s part to any third party, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) and provided it does not conflict with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the ExecutiveEmployee’s duties and responsibilities to the Employer and the Company or the provisions of Section 9 or Section 10 hereof, or conflict with any material published policy of the Employer or its Affiliates, including, but not limited to, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Employer or its Affiliates. Notwithstanding the foregoing, the Employee shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Employee’s performance of duties hereunder. The Employee may continue to serve on any board of directors and advisory committees of companies on which the Employee currently serves, as long as the business of such companies is not competitive with that of the Employer, the Company or their Affiliates. The Employee shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Employer, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Employee shall, during the term of this Agreement and at the request of the Employer, also serve as an officer of any Affiliate of the Employer or the Company as provided hereunderthe Employer shall reasonably request. In such capacity, the Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Employee while serving in such office as though the Employee and such Affiliate had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate.

Duties. (a) Throughout the Employment Period, the Executive shall be the Executive Vice President and Chief Financial Operating Officer of the Company Company, reporting directly to the Board and the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position positions in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location During the Employment Period, the Company shall be at the Company’s executive offices in the San Diego, California metropolitan area, but also nominate the Executive shall undertake such travel for re-election as is reasonably required for his duties hereundera member of the Board. (b) Throughout the Employment Period, the Executive shall devote his business time and attention to performing his services to the Company hereunder, and shall use his reasonable best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his reasonable best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) . Notwithstanding the foregoing, the Company understands that the Executive shall devote is also a party to an employment agreement with Vector pursuant to which he serves as Vector’s Executive Vice President and Chief Operating Officer and recognizes and agrees that the Executive’s responsibilities to Vector will preclude the Executive from devoting substantially all of his business time and attention to the Company’s affairs. However, the Company understands, and the Executive agrees, that he will devote to the Company’s affairs a sufficiently substantial portion of his business time and attention as may be reasonably necessary to accomplish the objectives of the Company; provided, however, that anything . (c) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of a reasonable number of other business entitiesentities (other than public companies), trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities (including serving on the boards of directors of public companies) approved by the BoardBoard or the Chief Executive Officer; provided provided, however, that the such activities described above do not materially interfere with the proper performance of the Executive’s his duties and responsibilities to the Company as provided hereunderspecified in Section 2(b).

Duties. (a) Throughout During the Period of Employment Period(as defined in Section 3), the Executive shall be the Chief Financial Officer of serve the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullydiligently, competently, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) in conformity with the prior written consent provisions of this Agreement, directives of the Board of Directors of the Company (the “Board”), which consent will not and the corporate policies of the Company as they presently exist, and as such policies may be unreasonably withheld amended, modified, changed, or delayedadopted during the Period of Employment, serving on and Executive shall have duties and authority consistent with Executive’s position as the boards President and Chief Executive Officer. In this position, Executive shall report to the Board of directors of other business entitiesDirectors. If requested by the Company, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving shall also serve as a director on member of the date Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote his full business time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Executive shall be permitted to (iii) engaging engage in charitable activities and community affairs, and (iiiii) managing his personal and/or family to make investments of any character in any business or businesses and affairsto manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and (iv) engaging in any other the aggregate, that such activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 14 and responsibilities 15, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Corporate Governance & Nominating Committee of the Board prior to the commencement of such service. (c) Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as the Chief Executive Officer of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (a) Throughout During the Employment Periodterm, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities employed as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests President of the Company and its subsidiaries shall be in charge of and affiliates. (c) Executive shall devote substantially all of his responsible for the general supervisory duties normally and customarily attendant to such office in a business time to the affairs entity of the Company; provided, however, that anything herein to size and type of the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of Company as such duties may be reasonably defined by the Board of Directors of the Company (the “"Board”"). Such duties may include coordination of the operational functions for Personnel administration, which consent will not be unreasonably withheld or delayed, serving on the boards Data Processing and Loan Servicing. (b) The duties of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved may be changed from time to time by the Board; , provided that, except as permitted in accordance with the provisions of Section 7(d) hereof, the Executive shall not be given duties unrelated to, or not generally associated with, the executive level of his position immediately prior to such change. (c) The Executive will, to the best of the Executives abilities, in good faith and with integrity, devote his full time, attention, energy and skill to the fulfillment of his duties hereunder. The foregoing, notwithstanding, the Executive will be permitted to own, as an inactive investor, securities of a corporation whose equity securities are registered under Section 12b or 12g of the Exchange Act, so long as his beneficial ownership in any one such corporation shall not in the aggregate constitute more than five percent (5%) of any class of equity securities of such corporation. (d) The Executive will be subject to such policies and procedures as are from time to time established for employees of the Company generally, except to the extent that such policies or procedures are contrary to the terms of this Agreement or are inconsistent with the Executive's position and duties. (e) It is hereby acknowledged that, subject to Paragraph 9 hereof, the Executive may either presently, or in the future, be involved in charitable or community activities described above so long as such other activities do not unreasonably interfere with the performance by the Executive of his duties hereunder and do not require more than five percent (5%) of his time during working hours. (f) Except as herein provided, the Company shall not require the Executive to relocate his residence out of the greater Kansas City area in the performance of his duties; provided, however, that the Company shall not be deemed to have required a relocation of his residence in the event the Company would require the Executive to perform his normal duties outside of the greater Kansas City area for less than six months in any calendar year. In the event the Executive is required to relocate beyond 150 miles from the city limits of Kansas City, Kansas, the base compensation of the Executive as set forth in Section 4(a) hereof shall be increased at the reasonable discretion of the Board to the extent necessary to reflect a material increase in the cost of living related to the relocation. In addition, upon any relocation required by the Company, the Company shall reimburse the Executive for all out of pocket expenses incurred by the executive reasonably related to the relocation including but not limited to such expenses as those related to transportation of personal effects, closing costs for a new residence, brokerage fees with respect to the sale of the existing residence, and reasonable hotel accommodations during that period of time reasonably necessary to locate a new residence. In the event that the Executive should fail to close on the sale of his existing residence within a period of six (6) months following the month in which the Company shall have requested the Executive to relocate, the Company, at the request of the Executive’s duties and responsibilities to , shall purchase such residence from the Executive, on or before the last day of the ninth (9) month following the month in which relocation was requested, for the fair market value of such residence. Fair market value" shall be determined as the average between two appraisals, one obtained from a real estate brokerage firm chosen by the Company as provided hereunderand one by a firm chosen by the Executive; both real estate firms shall be prominent firms generally recognized in the immediately surrounding geographic area.

Duties. (a) Throughout During the Employment Period, the Executive shall be the devote Executive’s full business time, energies and talents to serving as Senior Vice President and Chief Financial Officer of the Company reporting directly to Company, at the direction of the Company’s President and Chief Executive Officer (the “CEO”). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Company, CEO and shall have all such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size required of the CompanyExecutive hereunder. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be perform the duties required by this Agreement at the Company’s executive offices primary location in Golden Valley, Minnesota unless the San Diego, California metropolitan area, but the Executive shall undertake nature of such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Companyrequires otherwise; provided, however, that anything herein Executive shall be required to be present at the Company’s headquarters in Iowa City, Iowa at such times as Executive, in her reasonable discretion, determines is necessary or advisable to faithfully and efficiently discharge the duties of her employment hereunder. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the contrary notwithstandingextent such activities do not, nothing in the reasonable judgment of the CEO, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that Executive shall preclude not serve on the Executive from board of directors of any business (iother than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderCEO.

Duties. (a) Throughout In his capacity as President and Chief Executive Officer of Company during the Employment PeriodTerm, the Executive shall perform for Company the executive, administrative and technical duties customarily associated with such positions, as well as such other duties reasonably consistent therewith as may be the Chief Financial Officer of the Company reporting directly reasonably assigned to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business from time to time by the affairs Board of the Directors of Company; provided, however, that anything herein the duties assigned shall be of a character and dignity appropriate to a senior executive of a corporation and consistent with Executive's experience, education and background. (b) Except as otherwise set forth in this paragraph, during the contrary notwithstanding, nothing shall preclude Employment Term the Executive from (i) Executive shall devote his full time and efforts during normal business days and hours to the performance of this Agreement; and (ii) Executive shall not engage in the real estate business or in any other business which conflicts with or competes in any material way with the prior written consent business of Company. Notwithstanding the foregoing, Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary, so long as the devotion of such time and effort does not conflict or interfere with Executive's performance of his duties as President and Chief Executive Officer of the Company and in fact Executive does diligently perform his duties as President and Chief Executive Officer of the Company to the satisfaction of the Board of Directors of Company. (c) During the Consulting Term, Executive will be engaged by the Company as a consultant to render to the Company such consulting services as may be reasonably assigned to him from time to time by the Board of Directors of the Company, or by the Executive Committee of the Company, provided that such services are of a type, dignity and nature appropriate to the former President and Chief Executive of the Company and further provided that: (i) such consulting services shall be required to be rendered by him only in White Plains, New York or such other location in the “Board”)United States designated by Executive; (ii) Executive's inability to act as such consultant by reason of illness, which consent will disability or lack of capacity shall not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as deemed a director on the date breach of this Agreement, (ii) engaging in charitable activities ; and community affairs, (iii) managing such services shall not be detrimental or injurious to Executive's health. It is further agreed that such services shall not require more than sixty (60) hours service during any month; that Executive's unavailability at any particular time shall not constitute a breach of this Agreement; such services may be rendered by telephone, mail or other means of communication; and that Executive's failure to render such services because of his personal and/or family investments and affairsabsence from White Plains, and (iv) engaging New York or such other location in any other activities approved the United States designated by the Board; provided that the activities described above do Executive shall not interfere with the performance be deemed a breach of the Executive’s duties and responsibilities to the Company as provided hereunderthis Agreement.

Duties. (a) Throughout The Executive is hereby employed as the Employment PeriodPresident and Chief Operating Officer of the Bank. The Executive shall perform the duties of those positions, and is hereby given the broad authority to manage and run the day-to-day operations of the Bank. The Executive shall have direct responsibility and authority for the general supervision, management and control of the activities, affairs and property of the Bank (and its subsidiaries), including by way of illustration and not limitation, personnel (including hiring, firing, promotions, and compensation), lending, credit authorization, asset/liability management, strategic planning, financial management, pricing and budgeting, subject to the oversight of the Board of Directors of the Bank. Any activities, subsidiaries or personnel within the Corporation (and its subsidiaries) shall also be subject to the control, supervision, and authority of the Executive, it being the understanding of the parties that at all times during the term of the Executive's employment under this Agreement, the Executive shall be the Chief Financial Officer highest ranking full-time employee of both the Company Corporation and the Bank reporting directly to the Chief Executive Officer Chairmen of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereundertheir Boards. (b) Throughout During the Employment Periodterm of the Executive's employment under this Agreement, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time time, services, skills and abilities to his employment hereunder, except during periods of vacation, illness or disability. Notwithstanding the affairs of the Company; providedforegoing, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from shall be permitted to devote such time and energy as he deems appropriate to: (i) the prompt winding-up of all active business pursuits in which he is engaged as of the date of this Agreement; (ii) passive investments, including, but not limited to, real estate and stock investments; (iii) reasonable and customary commitments to community or civic affairs; and (iv) membership on boards of directors of other corporations; provided that none of the foregoing activities materially interferes with Executive's duties hereunder or materially conflicts with the prior written consent interests of the Employer. (c) During the term of this Agreement, the Board of Directors of the Company (Corporation and the “Board”)Bank, which consent will not be unreasonably withheld or delayedrespectively, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where shall re-elect the Executive was serving as a director on to the date offices of this Agreement, (ii) engaging in charitable activities President and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance Chief Operating Officer of the Executive’s duties and responsibilities to the Company as provided hereunderBank.

Duties. Effective as of May 15, 2003 (a) Throughout the Employment Period"Effective Date"), the Executive shall be Company and MFOC hired, engaged, and employed, and MFFB does hereby hire, engage, and employ, Employee as the Chief Financial Officer of the Company reporting directly to the President and Chief Executive Officer of the CompanyCompany and MFFB, and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall have all duties serve the Company and authorities as customarily exercised by an individual serving MFFB in such position positions fully, diligently, competently, and in a company the nature and size conformity with provisions of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests corporate policies of the Company and its MFFB as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment, Employee shall also serve as the Chief Executive Officer and President of each subsidiary or affiliate of the Company that is now or that becomes a part of the ▇▇▇. ▇▇▇▇▇▇ Company Group. As used in this Agreement, the term the "▇▇▇. ▇▇▇▇▇▇ Company Group" shall mean and refer to the Company and the Company's subsidiaries and affiliates. (c) Executive shall devote substantially all of his business from time to the affairs of the Company; provided, however, that anything herein time. Subject to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of specific elaboration by the Board of Directors of the Company as to the duties (which shall be consistent herewith and with Employee's offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a president and chief executive officer of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Directors of the Company to be performed or refrained from by him consistent with his positions with the Company. Employee shall be responsible and report only to the Company's full Board of Directors and to said Board's Executive Committee. Effective as of the Effective Date and during the Period of Employment, the Company shall cause Employee to be elected a member of the Company's Board of Directors (the “"Board”"), which consent will not be unreasonably withheld or delayedprovided Employee is legally qualified to so serve, serving on the boards of directors of other business entitiesand Employee shall, trade associations and/or charitable organizationsif so elected, including, without limitation, the entities where the Executive was serving serve as a director on member of the date Board for no additional consideration. Throughout the Period of Employment, Employee shall devote his full time, energy, and skill to the performance of his duties for the Company and for the benefit of the Company and the ▇▇▇. ▇▇▇▇▇▇ Company Group, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Employee shall be permitted to (iii) engaging engage in charitable activities and community affairs, (iiiii) managing his personal and/or family investments act as a director of any corporations or organizations outside the ▇▇▇. ▇▇▇▇▇▇ Company Group not in competition with the Company or any member of the ▇▇▇. ▇▇▇▇▇▇ Company Group, not to exceed three (3) in number, and affairsreceive compensation therefor, and (iviii) engaging to make investments of any character in any other activities approved by business or businesses not in competition with the Board; provided Company or any member of the ▇▇▇. ▇▇▇▇▇▇ Company Group and to manage such investments (but not be involved in the day to day operations of any such business), provided, in each case and collectively, that the activities described above same does or do not constitute or involve Employee in a conflict of interest vis-à-vis the Company or any member of the ▇▇▇. ▇▇▇▇▇▇ Company Group or interfere with the performance of Employee's duties under this Agreement. Employee shall exercise due diligence and care in the Executive’s performance of his duties for and responsibilities the fulfillment of his obligations to the Company and MFFB under this Agreement. The Company shall furnish Employee with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Employee's duties hereunder and consistent with his positions as the President and Chief Executive Officer of the Company. The Company, MFFB and Employee agree that Employee does not plan to relocate to Salt Lake City until such time as the Company and Employee may mutually determine and that instead Employee will commute from his residences in Rhode Island, New York City or Orlando, Florida to either the Company's headquarters or other locations where he needs to go on the Company's business. MFFB agrees to reimburse Employee for his air travel commuting costs on regularly scheduled flights of commercial airlines and Employee agrees to use his best judgment in planning his commuting so as to minimize the expense to MFFB. If Employee and the Company later determine that he should relocate to Salt Lake City, MFFB will provide an appropriate executive relocation program.

Duties. (a) Throughout Executive's Positions and Titles. Executive's positions and titles shall be ________________________________________ of the Employment Period, the Advisors. Executive shall be the Chief Financial Officer also serve as ________________________________________ of the Company reporting directly to the Chief Executive Officer of the CompanyCAM, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company positions with Holdings and/or the nature and size of the Company. The Subsidiaries to which Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall may be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunderappointed. (b) Throughout Executive's Duties. Executive shall have such power and authority to act for and in the Employment Periodname of the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (the "MANAGER") or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to time assign to Executive not inconsistent with Executive's position(s). Executive recognizes that during the period of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive will use Executive's good faith efforts to promote and develop the business of the Company. However, the Company recognizes that during the period of Executive's employment hereunder, Executive will provide certain services to CFP and its affiliates and related entities, and the Company acknowledges and agrees that Executive's provision of such services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive's primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the Compensation Committee of CAM (the "COMPENSATION COMMITTEE") (each such services a "PERMITTED ACTIVITY"). Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall use his best efforts to perform his duties under this Agreement fullyprofessionally, diligently in accordance with the applicable laws, rules and faithfullyregulations and such standards, policies and shall use his best efforts to promote procedures established by Employer and the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business industry from time to the affairs of the Company; providedtime. Executive will not perform any duties for any other business, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with other than a Permitted Activity without the prior written consent of the Board of Directors of the Company (the “Board”)Compensation Committee, which consent will not be unreasonably withheld but may engage in charitable, civic or delayedcommunity activities, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the such duties or activities described above do not materially interfere with the proper performance of the Executive’s 's duties and responsibilities to the Company as provided hereunderunder this Agreement.

Duties. (a) Throughout the Employment Period, the Executive Employee’s duties shall be prescribed from time to time by the Chief Financial Officer Board and shall include such responsibilities as are customary for employees performing functions similar to those of the Company reporting directly Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to the Chief Executive Officer any subsidiary or affiliate of Parent or the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Companyrespectively, to which he may be elected, assigned or appointed. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive Employee shall devote substantially all of his business time and attention to the affairs performance of his duties and responsibilities for and on behalf of Parent, the Company and their subsidiaries and affiliates (individually or collectively, as the context may require, the “Company Group”) except as set forth herein, or as may be consented to by the Company. In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the Company; provided, however, that business. Notwithstanding anything herein to the contrary notwithstandingherein, nothing in this Agreement shall preclude the Executive from Employee from: (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on member of the date board of this Agreementdirectors or advisory board (or their equivalents in the case of a non-corporate entity) of any charitable or philanthropic organization, separate from the Company Group; (ii) engaging in charitable charitable, community or philanthropic activities and community affairs, or any other activities or (iii) managing his personal and/or family investments and affairsserving as an executor, and (iv) engaging trustee or in any other activities approved by the Boarda similar fiduciary capacity; provided provided, that the activities described above do set out in the foregoing clauses shall be limited by Employee so as not to affect, individually or in the aggregate, or interfere with the performance of the ExecutiveEmployee’s duties and responsibilities hereunder, without the consent of the Company. During Employee’s employment with the Company, Employee shall be governed by, subject to, and be in compliance with all Company Group policies, procedures, guidelines, practices, rules and regulations applicable to employees generally (“Company Policies”), including without limitation, the Company’s Employee Handbook, and in each case, as they may be amended from time to time in the Company’s sole discretion. It is expressly understood that any violation of the terms of such Company as provided hereunderPolicies shall be considered a breach of the terms of this Agreement.

Duties. (a) Throughout the Employment Period, the Executive Employee’s duties shall be prescribed from time to time by the Chief Financial Officer Board and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to any subsidiary or affiliate of the Company reporting directly to the Chief Executive Officer of the Companywhich he may be elected, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Companyassigned or appointed. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive Employee shall devote substantially all of his business time and attention to the affairs performance of his duties and responsibilities for and on behalf of the Company except as set forth herein, or as may be consented to by the Company. In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the business. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude Employee from: (i) serving as a member of the board of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any charitable or philanthropic organization, separate from the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable charitable, community or philanthropic activities and community affairs, or any other activities or (iii) managing his personal and/or family investments and affairsserving as an executor, and (iv) engaging trustee or in any other activities approved by the Boarda similar fiduciary capacity; provided provided, that the activities described above do set out in the foregoing clauses shall be limited by Employee so as not to affect, individually or in the aggregate, or interfere with the performance of the ExecutiveEmployee’s duties and responsibilities hereunder, without the consent of the Company. During Employee’s employment with the Company, Employee shall be governed by and be subject to, and Employee hereby agrees to comply with, all Company policies, procedures, rules and regulations applicable to employees generally, or to employees at executives grade level, including without limitation, the Company Onyx Employee Handbook, and in each case, as provided hereunderthey may be amended from time to time in the Company’s sole discretion.

Duties. (a) Throughout From the Employment PeriodEffective Date through the 2014 Annual Meeting, the Executive shall be the Chief Financial Officer of the Company reporting directly continue to devote Executive’s full business time, energy, and talent to serving as the Chief Executive Officer of the CompanyCompany and the Bank, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company subject to the nature and size direction of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at Independent Board and the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunderIndependent Bank Board. (b) Throughout Effective as of the Employment Period2014 Annual Meeting, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote resign from the interests positions of Chief Executive Officer of the Company and its subsidiaries the Bank. From the 2014 Annual Meeting through the 2016 Annual Meeting, Executive shall devote Executive’s full business time, energy, and affiliatestalent to serving as Executive Chairman of the Company and the Bank, which shall be a full-time executive position, subject to the direction of the Independent Board and the Independent Bank Board. (c) Executive shall have the duties that are commensurate with Executive’s positions and any other duties that may be assigned to Executive by the Independent Board or the Independent Bank Board, including the duty to assist Executive’s successor in connection with his or her transition into the role of Chief Executive Officer of the Company and the Bank. Executive shall perform all such duties faithfully and efficiently and shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. (d) During the Employment Period, Executive shall continue to serve and/or be nominated to serve as Chairman of the Board and the Bank Board, subject to the election of the applicable shareholders. (e) Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote substantially all of his business reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the affairs extent such activities do not, in the judgment of the CompanyIndependent Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that anything herein to Executive shall not serve on the contrary notwithstanding, nothing shall preclude board of directors of any for profit business (other than the Executive from (iCompany or an Affiliate) or hold any other position with any for profit business without receiving the prior written consent of the Board of Directors of the Company (the “Independent Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout During the Employment Period, the Executive shall be serve as the Chief Financial Officer Company's President, and perform duties on behalf of the Company reporting directly and/or its Affiliates (as hereinafter defined) of an executive nature consistent with Executive’s position as the President of the Company, including without limitation, those duties and responsibilities set forth on Schedule A annexed hereto and made a part hereof. In addition, during the Employment Period, Executive shall utilize his best efforts to ensure that the Company shall comply with all of the terms and provisions of the Bank Loan Amendment (as defined in the Merger Agreement), including without limitation, the financial covenants set forth therein. Executive’s employment under this Agreement shall in all respects be subject to the authority, direction and control of, and Executive shall report exclusively to, the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at in all times events comply with all written Company lawful policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullydirectives, and shall use his best efforts to promote the interests by-laws, of the Company and and/or Parent. In no event shall Executive incur any monetary obligations on behalf of the Company and/or its subsidiaries and affiliates. (c) Affiliates in excess of $500,000.00 at any one time without the prior written approval of the Chief Executive shall devote substantially all of his business time to the affairs Officer of the Company; provided, however, that anything herein Executive shall not cause the Company and/or its Affiliates to incur any amounts in respect of any capital expenditures and/or cause the contrary notwithstandingCompany and/or its Affiliates to expend any proceeds of the Bank Loan Advance (as defined in the Merger Agreement), nothing shall preclude the Executive from (i) with without the prior written consent approval of the Board of Directors Chief Executive Officer of the Company in each instance. Executive hereby agrees to serve without additional compensation as an officer or Director of any of the Company’s subsidiaries or Affiliates, as the same may exist from time to time. The parties further acknowledge that the Company may at any time assign Executive to any of its subsidiaries and/or Affiliates for such payroll or other purposes. Pursuant to the Merger Agreement, during the term of this Agreement and otherwise subject to the terms thereof, Parent shall also cause Executive to be nominated as a Director of Parent pursuant to Section 5.05 of the Merger Agreement. Provident Pioneer Partners, L.P., a stockholder of Parent, and Executive have entered into a Voting Agreement, dated as of the date hereof, relating to the voting for the election of Executive as a Director of Parent. The parties hereby acknowledge that, for a period of approximately six (6) months prior to the date hereof, Executive has been a full-time employee of TDK Holdings, Ltd., a Wisconsin corporation (“BoardTDK”), which consent will not be unreasonably withheld or delayedand during this period, serving on TDK furnished the boards services of directors Executive to the Company. Executive is the sole stockholder of other business entities, trade associations and/or charitable organizations, including, without limitation, TDK. Executive has accepted an offer of employment with the entities where Company solely in respect of the Executive was serving as a director on period following the date closing of the Merger pursuant to the terms of this Agreement, (ii) engaging . Executive hereby acknowledge and agrees that the Company shall not assume or be responsible in charitable activities any manner for any liabilities and community affairs, (iii) managing his personal obligations relating to the Executive as an employee of TDK prior to the date hereof and/or family investments at any other time whatsoever and/or relating to the termination of Executive as an employee of TDK. Executive hereby represents and affairswarrants to the Company that the Company has no obligation or liability to TDK resulting from or arising from the Company and Executive entering into this Agreement, and (iv) engaging in that there are no other agreements entered into by Executive with TDK or any other activities approved party which conflicts with, or otherwise restricts, the employment arrangements set forth in this Agreement. Employee shall perform his duties under this Agreement at the Company’s principal office or other locations as may be required by the Board; provided Company and/or its Affiliates. The parties hereby acknowledge that Employee’s duties hereunder may require extensive travel and performance of such duties at remote locations. Notwithstanding the activities described above do foregoing, Executive shall not interfere be required to relocate his principal residence for a geographic radius in excess of fifty (50) miles from Executive’s current principal residence in connection with the performance of his duties under this Agreement. In the Executive’s duties and responsibilities to event, however, that the Company as provided shall require Executive to relocate his principal residence beyond such geographic radius (i.e., more than 50 miles from the current principal residence), then such required relocation shall be deemed to constitute a termination without cause by the Company hereunder. Notwithstanding the foregoing, Executive may elect to accept any such relocation of his principal residence beyond such 50 mile radius, whereupon the Company shall pay or reimburse Executive for all reasonable costs in connection with such relocation.

Duties. During the term of this Agreement, Employee will be employed by the Company to serve as President and Chief Executive Officer of a wholly owned subsidiary of the Company. The Employee will devote such amount of business time to the conduct of the business of the Company as may be reasonably required to effectively discharge Employee's duties under this Agreement and, subject to the supervision and direction of the Company's Board of Directors (the "Board"), will perform those duties and have such authority and powers as are customarily associated with the offices of a President and Chief Executive Officer of a company engaged in a business that is similar to the business of the Company, including (without limitation) (a) Throughout the Employment Period, authority to direct and manage the Executive shall be the Chief Financial Officer day-to-day operations and affairs of the Company reporting directly Company, (b) the authority to the Chief Executive Officer hire and discharge employees of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time other authority and powers exercised by the Employee prior to the affairs Effective Date as President and Chief Executive Officer of the Company; provided, however, that anything herein Employee will not be required to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors perform services for any affiliate of the Company (the “Board”), which consent and will not be unreasonably withheld or delayedrequired to accept any other offices with the Company without Employee's consent. Unless the parties agree otherwise in writing, serving on during the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company's principal place of business in Dallas, Texas; provided, however, that Company may, from time to time, require Employee to travel temporarily to other locations on the Company's business. Notwithstanding the foregoing, nothing in this Agreement is to be construed as prohibiting Employee from continuing to (i) serve on corporate, civic or charitable boards or committees, (ii) engaging in charitable activities and community affairsdeliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) managing his manage personal and/or family investments and affairs, and (iv) engaging in any other provide consulting services, so long as such activities approved by the Board; provided that the activities described above do not significantly interfere with the performance of the Executive’s duties and Employee's responsibilities to as an employee of the Company as provided hereunderin accordance with this Agreement.

Duties. a. During his employment hereunder (a) Throughout unless and until Subparagraph b. hereof becomes applicable), Employee shall serve as the Employment Period, the Executive shall be the Chief Financial Officer Chairman of the Company reporting directly to the Board, President and Chief Executive Officer of the Company, Company and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of will take such actions as necessary to cause his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent nomination as a member of the Board of Directors of the Company. Employee shall have general and active charge of the business and affairs of the Company (and, in such capacity, shall have responsibility for the “Board”)day-to-day operations of the Company, which consent will not be unreasonably withheld or delayed, serving on subject to the boards authority and control of directors the Board of other business entities, trade associations and/or charitable organizations, including, without limitationDirectors of the Company. Employee shall report directly to the authority and control of the Board of Directors of the Company. Throughout the term of employment under this subparagraph, the entities where Employee shall devote his full time and undivided attention during normal business hours to the Executive was business and affairs of the Company, as appropriate to his duties and responsibilities hereunder, except for reasonable vacations and illness or other disability, but nothing in this Agreement shall preclude the Employee from devoting reasonable periods required for serving as a director on or member of any advisory committee of not more than two (at any time) "for profit" organizations involving no conflict of interest with the date interests of this Agreementthe Company (subject to approval by the Board of Directors, (ii) which approval shall not be unreasonably withheld), or from engaging in charitable activities and community affairsactivities, (iii) or from managing his personal and/or family investments and affairsinvestments, and (iv) engaging in any other provided such activities approved by the Board; provided that the activities described above do not materially interfere with the performance of the Executive’s his duties and responsibilities under this Agreement. b. Effective upon the Succession, but no earlier than January 1, 2000, Employee shall serve as Chairman of the Board. Employee shall have the responsibility for review of the operations of the Company working directly with the President and Chief Executive Officer. His responsibilities shall include: review of the Company's business plans on at least a monthly basis; management of the investment portfolio of the Company; active involvement with the Company's large shareholders and analysts; active involvement with all merger and acquisition activity; active involvement with large customers; and such other duties as shall be requested by the Board of Directors of the Company. Employee shall report directly to the Board of Directors of the Company. Throughout the term of employment under this subparagraph, the Employee shall devote his full time and undivided attention during normal business hours for three or four days per week to the business and affairs of the Company, as appropriate to his duties and responsibilities hereunder, except for reasonable vacations and illness or other disability, but nothing in this Agreement shall preclude the Employee from devoting reasonable periods required for serving as a director or member of any advisory committee of not more than four (at any time) "for profit" organizations involving no conflict of interest with the interests of the Company as (subject to approval by the Board of Directors, which approval shall not be unreasonably withheld), or from engaging in charitable and community activities, or from managing his personal investments, provided hereundersuch activities do not materially interfere with the performance of his duties and responsibilities under this Agreement.

Duties. During the Term (a) Throughout the Employment Periodas defined below), the Executive Employee shall be the employed as President and Chief Financial Operating Officer of the Company reporting directly Employer. Employee shall report to the Chief Executive Officer of Employer. Employee agrees to diligently and honestly exercise his business judgment in the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size discharge of the Company. The Executive shall at all times duties as are customary to this position as those duties are determined from time to time by the Board of Directors of the Employer (the “Board”) and to fully comply with all written laws and regulations pertaining to the performance of this Agreement, all ethical rules, Employer’s Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all of policies, procedures and instructions of the Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan areaincluding, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Periodnot limited to, the Executive shall use provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests performance of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all duties as an employee of his business time to the affairs of the CompanyEmployer; provided, however, that anything herein to Employee shall not be precluded from engaging in non-profit activities (such as serving on the contrary notwithstandingboards of trade and industry associations, nothing shall preclude or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as President and Chief Executive Officer of Employer. Employee will not, during the Executive from (i) Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Board Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Directors of the Company (the “Board”)Employer’s employees, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities including policies relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere reporting obligations intended to comply with the performance Securities Exchange Act of the Executive’s duties and responsibilities to the Company 1933, as provided hereunder.amended. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Duties. (a) Throughout The Executive agrees to serve as Executive Vice President, Commercial Lines Chief Operating Officer of the Employment PeriodCompany during the Term. In such capacities, the Executive shall be have the Chief Financial Officer of responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company reporting directly to the Company’s Chief Executive Officer of and/or President and Chief Operating Officer that are consistent with the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the CompanyExecutive’s position(s). The Executive shall at agrees to devote substantially all times comply with all written Company policies applicable her business time, attention and services to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently business and faithfully, and shall use his best efforts to promote the interests affairs of the Company and its subsidiaries affiliates and affiliates. (c) Executive shall devote substantially all of his business time to perform her duties to the affairs best of her ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company; provided, however, Company (the “Code of Conduct”) that anything herein has been or may hereafter be established and communicated by the Company to the contrary notwithstanding, nothing shall preclude Executive for the conduct of the position or positions held by the Executive. The Executive from (i) with may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving Chief Executive Officer and/or President and Chief Operating Officer. The Executive may accept directorships on the boards board of directors of other business entities, trade associations not-for-profit corporations without the Chief Executive Officer and/or charitable organizations, including, without limitation, the entities where the Executive was serving President and Chief Operating Officer’s prior written consent so long as a director on the date of this Agreement, (iia) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above such directorships do not interfere with Executive’s ability to carry out her responsibilities under this Agreement, and (b) Executive promptly notifies the performance Chief Executive Officer and/or President and Chief Operating Officer in writing of the Executive’s duties and responsibilities to fact that she has accepted such a non-profit directorship. (b) If the Company and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement only until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and/or President and Chief Operating Officer and shall perform such duties not inconsistent with the provisions hereof as provided hereundershe shall be assigned by the Chief Executive Officer and/or President and Chief Operating Officer.

Duties. The Executive’s services hereunder shall be provided on the basis of the following terms and conditions: (a) Throughout the Employment Period, the The Executive shall be the Chief Financial Officer of the Company reporting directly report to the Chief Executive Officer. (b) The Executive shall serve as Chief Scientific Officer of the Company, providing the full benefit of his knowledge, expertise, technical skill and shall have ingenuity, in all duties matters involved in or relating to the business thereof, all subject to any applicable law and authorities as customarily exercised to instructions provided by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable Board from time to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliatestime. (c) The Executive shall devote substantially faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize his professional skills and care to ensure that all of his business time services rendered hereunder are to the affairs satisfaction of the Company; provided, howeveracting reasonably, that anything herein to the contrary notwithstanding, nothing shall preclude and the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in shall provide any other activities approved services not specifically mentioned herein, but which by the Board; provided that the activities described above do not interfere with the performance reason of the Executive’s capability the Executive knows or ought to know to be necessary to ensure that the best interests of the Company are maintained. (d) The Executive shall assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Board. (e) The Executive shall report the results of his duties and responsibilities hereunder to the Board as it may request from time to time. (f) The Executive shall not, without the prior written authorization of the Company, directly or indirectly undertake any other employment, whether as an employee of another employer or independently as an agent, consultant, director or in any other manner (whether for compensation or otherwise) and shall not assume any position or render services in any of the above-stated manners to any other entity or person. (g) The Executive undertakes to fulfill the responsibilities described in this Agreement and assist and the Company, their affiliates, subsidiaries, related corporations and parent company now or hereafter existing (collectively, “Affiliates”) and to make himself available to them, during the employment period and even after the termination of his employment relations with the Company, for any reason, in any matter which the Parent or the Company may reasonably request his assistance, including for the purpose of providing any information relating to his work or actions taken by him and including in the framework of disputes (including legal or quasi-legal proceedings). If the Company requires the Executive’s services after the termination of the employment relations with him, for any reason, it shall reimburse the Executive for his expenses in connection with performing the provisions of this Section. (h) The Executive shall not receive any payment and/or benefit from any third party, directly or indirectly, in connection with his employment with the Company. In the event the Executive breaches this Sub-section, without derogating from any of the Company’s right by law or contract, such benefit or payment shall become the sole property of the Company and the Company may set-of such amount from any sums due to the Executive. (i) The Executive acknowledges that the Company is committed to the restrictions as provided hereundermentioned in the Prevention of Sexual Harassment Law, 1998, and that sexual harassment is a severe disciplinary offence. (j) The Executive undertakes not to make improper use of computer, computer devices, internet and/or e-mails, including (but not limited to) use of illegal software or the receipt and/or transfer of pornographic material, and/or any other material that is not connected with his work and may be harmful to the Company, other employees or any other third party, as further detailed in the Company’s policy as may be amended from time. The current policy is attached hereto as ▇▇▇▇▇ ▇. (k) The Executive acknowledges and agrees that personal information related to him and the Executive’s terms of employment at the Company, as shall be received and held by the Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The information will be collected, retained, used, and transferred for legitimate business purposes and to the reasonable and necessary scope only, including: human resources management, business management and customer relations, assessment of potential transactions and relating to such transactions, compliance with law and other requests and requirements from government authorities and audit, compliance checks and internal investigations.

Duties. (a) Throughout the Employment Period, the Executive shall be perform such reasonable duties and functions as the Chief Financial Officer Company Board and the GP Board may lawfully assign to him, such duties being commensurate with the duties customarily performed by chief executive officers of companies, and Executive shall comply in the performance of his duties with the policies of the Company reporting directly Board and the GP Board, and be subject to the direction of the Company Board and the GP Board. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of any member of the US Shipping Group engaged in the operation of U.S.-flagged product tankers without additional compensation and, in the performance of such duties, Executive shall comply with the policies of the board of directors or board of managers of each such entity. Executive shall serve, without additional compensation, as Chairman and Chief Executive Officer of the CompanyGeneral Partner, Parent, the Partnership and each subsidiary of the Partnership and the General Partner. (b) During the Employment Term, Executive shall have all duties devote a majority of his time and authorities as customarily exercised by an individual serving in such position in a company attention, reasonable vacation time and absences for sickness excepted, to the nature and size business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, but subject to the next sentence of this Section 6(b), Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and do not violate Section 9 hereof. The Company recognizes that Executive shall at all times comply with all written Company policies applicable will be devoting a significant minority of his time to himthe activities set forth on Schedule A attached hereto. The Company agrees that Executive’s primary office location 's duties hereunder shall not require excessive travel away from the New York metropolitan area, and that Executive need not be physically present at the Company’s 's executive offices in for a specific number of days per month or year for the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for performance of his duties hereunder. (bc) Throughout the Employment PeriodNothing contained in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in non-competing investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. Specifically, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, acknowledges that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent Executive has disclosed ownership interests in and management responsibilities for the entities and assets listed on Schedule A attached hereto and (ii) neither such ownership interests nor management responsibilities as they exist as of the Board date hereof shall, subject to the first two sentences of Directors of the Company (the “Board”Section 6(b), which consent will not be unreasonably withheld violate this Section 6 or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date provisions of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout From and after the Employment PeriodEffective Date, and based upon the terms and conditions set forth herein, the Executive shall Company agrees to employ the Employee and the Employee agrees to be employed by the Company, as Vice-President, Chief Financial Officer of the Company reporting directly and in such equivalent, additional or higher executive level position or positions as shall be assigned to the Chief Executive Officer of him by the Company's President and CEO. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and shall have all duties take direction from the President and authorities as customarily exercised by an individual serving in such position in a company the nature and size CEO of the Company. The Executive shall at During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all times comply of his working time to the position he holds with all written the Company policies applicable and to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties that are assigned to him. The Executive’s primary office location Employee shall be at observe and abide by the Company’s executive offices reasonable corporate policies and decisions of the Company in all business matters disclosed to employee. The Employee represents and warrants to the San DiegoCompany that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, California metropolitan area, but directorships and other positions held by the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently Employee in corporations and faithfully, and shall use his best efforts to promote the interests of firms other than the Company and its subsidiaries and affiliates. (cb) Executive shall devote substantially all any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of their class and real estate). The Employee will promptly notify the Board of Directors of the Company (of any additional positions undertaken or investments made by the “Board”), which consent will not be unreasonably withheld or delayed, serving on Employee during the boards Term of directors this Employment Agreement if they are of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director type that if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Employee's other positions or investments in other firms do not create a conflict of interest, violate the Employee's obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities and positions shall not be deemed to be a breach of this Employment Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout So long as the Employment PeriodExecutive's employment under this Agreement shall continue, the Executive shall be available, upon reasonable notice, from time to time to advise and consult with the Chief Financial Officer senior executive officers of the Company reporting directly Corporation and to devote such business time, attention, and energies to the affairs of the Corporation and its subsidiaries, divisions and affiliates as is sought by the Corporation, use his best efforts to promote its and their best interests and perform such duties relating solely to certain technology and related intellectual property projects as may be assigned to him by the Chief Executive Officer of the Company, and Corporation. Executive shall have all duties and authorities as customarily exercised by no direct reports except for an individual serving in such position in a company the nature and size of the Companyadministrator. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary vacate his current office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as soon as is reasonably required for his duties hereunderpracticable and be relocated to an office in the engineering department of the Corporation. Such relocation shall occur no later than August 1, 2003, provided the Corporation makes such office available by that date. (b) Throughout Executive agrees to cooperate with the Employment PeriodCorporation in connection with any threatened, actual or future litigation involving the Corporation, whether administrative, civil or criminal in nature, in which and to the extent his cooperation is deemed necessary by the Corporation in its reasonable discretion. Subject to the then current travel policies of the Corporation, the Corporation will reimburse Executive shall use for his best reasonable travel, meals, and lodging expenses incurred in connection with this paragraph. Corporation also agrees to make reasonable efforts to perform his duties under schedule any meetings with Executive for this Agreement fullypurpose as far in advance of such meetings as practicable. Executive further agrees to cooperate fully with the Corporation and to testify truthfully in connection with any existing or future investigations or litigations involving the Corporation, diligently and faithfullywhich the Corporation is currently conducting, conducts in the future, or in which it is currently or may become involved. This obligation includes truthfully cooperating with any outside counsel or other professionals employed by the Corporation for such purposes, and shall use his best efforts with all regulatory authorities. For purposes of this paragraph, refusing to promote testify will constitute a failure to cooperate and therefore a material breach of this Agreement. After the interests expiration of this Agreement, the Company Corporation agrees as to commercial and its subsidiaries intellectual property matters only and affiliatesapart from testimony on such matters, that it will agree to pay Executive a reasonable consulting fee for any substantial consultation on such matters should such consultation be requested by the Corporation. (c) Executive shall devote substantially all of his business time and the Corporation hereby agree to issue the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving press release annexed hereto as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.Exhibit A.

Duties. (a) Throughout the Employment Period, the Executive Employee shall be the serve as Chief Financial Technology Officer of the Company reporting directly and, subject to the Chief Executive Officer of the Companygeneral operating policies, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business amended from time to the affairs of the Company; providedtime, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”)) and the Company’s Certificate of Incorporation and By-Laws, which consent will Employee shall have supervision and control over the design, design development, manufacturing process, production, scheduling, quality control and delivery of all pneumatic tires and ancillary products produced by the Company and its subsidiaries. Employee shall have such other duties as customarily performed by the Chief Technology Officer and also have such other powers and duties as may be, from time to time, prescribed by the Board, provided that the nature of Employee’s powers and duties so prescribed shall not be unreasonably withheld or delayedinconsistent with Employee’s position and duties hereunder. Employee shall report directly and exclusively to the Company’s Chief Executive Officer, serving on A▇▇▇▇▇ ▇▇▇▇▇▇▇. During the boards Term, Employee shall also be nominated to serve as Chairman of directors the Company’s Board. The Employee shall devote his best efforts to the business and affairs of other business entitiesthe Company and, trade associations and/or charitable organizations, including, without limitation, during the entities where the Executive was serving Term (as a director on the date defined in Section 2.1 of this Agreement) as well as the period provided in Article III, shall observe at all times the covenants regarding non-competition as found in the Non-Compete Agreement, attached hereto as Exhibit A, and confidentiality provided in Article III hereof. The Company and Employee acknowledge and agree that, during the Term, Employee shall be permitted to (i) serve on corporate, civic or charitable boards or committees, (ii) engaging in charitable activities manage passive personal investments and community affairs, (iii) managing devote minimal time to the pursuit of the development of other products at his personal and/or family investments and affairs, and (iv) engaging in own expense which don’t compete directly or indirectly with the Company’s products so long as any other such activities approved by the Board; provided that the activities described above do not unduly interfere with the performance of the ExecutiveEmployee’s duties and responsibilities to as an employee of the Company as provided hereunderin accordance with this Agreement.

Duties. (a) Throughout From and after the Employment PeriodEffective Date, and based upon the terms and conditions set forth herein, the Executive shall Company agrees to employ the Employee and the Employee agrees to be employed by the Chief Financial Officer of the Company reporting directly to the Company, as President and Chief Executive Officer of the CompanyCompany and in such equivalent, additional or higher executive level position or positions as shall be assigned to him by the Board of Directors. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company take direction from the nature and size Board of Directors of the Company. The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive shall at Officer. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all times comply of his working time to the position he holds with all written the Company policies applicable and to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties which are assigned to him. The Executive’s primary office location Employee shall be at observe and abide by the Company’s executive offices reasonable corporate policies and decisions of the Company in all business matters. The Employee represents and warrants to the San DiegoCompany that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, California metropolitan area, but directorships and other positions held by the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently Employee in corporations and faithfully, and shall use his best efforts to promote the interests of firms other than the Company and its subsidiaries and affiliates. (cb) Executive shall devote substantially all any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of their class and real estate). The Employee will promptly notify the Board of Directors of the Company (of any additional positions undertaken or investments made by the “Board”)Employee during the Term of this Employment Agreement if they are of a type which, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Employee's other positions or investments in other firms do not create a conflict of interest, violate the Employee's obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities and positions shall not be deemed to be a breach of this Employment Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout the Employment Period, the Executive shall have such duties as may be the Chief Financial Officer of the Company reporting directly assigned to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business from time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of time by the Board of Directors of the Company Nevada Property 1, LLC (the “Board”)) or such other person or entity as designated from time-to-time by Deutsche Bank AG. Executive is also required to read, which consent will not be unreasonably withheld or delayedreview and observe all of the Employer’s policies, serving on procedures, rules and regulations in effect from time to time during the boards Term that apply to employees of directors of other business entities, trade associations and/or charitable organizationsthe Employer, including, without limitation, the entities where Code of Business Conduct and Ethics, as amended from time to time (a current version of which is attached as Exhibit A). Executive shall devote Executive’s full-time working time to the performance of Executive’s duties hereunder, shall faithfully serve the Employer, shall in all respects conform to and comply with the lawful directions and instructions given to Executive was serving as a director by the Board or such other person or entity designated from time-to-time by Deutsche Bank AG. Executive shall use Executive’s best efforts to promote and serve the interests of the Employer. Further, Executive shall not, directly or indirectly, render services to any other person or organization without the consent of the Employer or otherwise engage in activities that would interfere with Executive’s faithful performance of Executive’s duties hereunder; provided, however, that Executive may serve on the date of this Agreement, (ii) engaging civic or charitable boards or engage in charitable activities and community affairswithout remuneration if doing so is not inconsistent with, (iii) managing his personal and/or family investments and affairsor adverse to, and (iv) engaging in any Executive’s employment hereunder. Executive shall report directly to the Board or such other activities approved entity as designated by the Board; provided that the activities described above do not interfere with the performance of the Deutsche Bank AG. Initially, Executive’s immediate supervisor shall be ▇▇▇▇ ▇▇▇▇. Executive’s duties shall include, but not be limited to, the following: • Setting, in conjunction with Nevada Property 1, LLC (“Owner”), and responsibilities thereafter carrying out strategy for implementing the vision of the Project; • Designing, in conjunction with Owner, and thereafter implementing a marketing program to promote the Company as provided hereunder.Integrated image of the Project; • Timely hiring an executive team and all other employees of the Project other than those employed by third party managers and tenants; • Timely obtaining and maintaining all necessary licenses (e.g., gaming and liquor); • Opening the Project on a schedule and on a budget reasonably acceptable to Owner; • Developing community and other gaming association relationships; • Managing leasing and negotiation of all project elements;

Duties. (a) Throughout 5.1 During the Employment PeriodTERM but not during the Leave of Absence, the Executive EMPLOYEE shall be perform those functions which are normally the Chief Financial Officer functions of the Company reporting directly to the Chairman and Chief Executive Officer of the CompanyCOMPANY and such other offices as he may hold pursuant to Section 2.3, and shall further perform those functions which shall be reasonably determined from time to time by the Board of Directors of the COMPANY, such functions not to be inconsistent with those herein set forth. The EMPLOYEE shall report to, and be subject to the authority of, the Board of Directors of the COMPANY. 5.2 During the TERM but not during the Leave of Absence, the COMPANY shall give the EMPLOYEE a notice of six (6) months prior to any relocation of the EMPLOYEE (the COMPANY shall not relocate the EMPLOYEE during the Leave of Absence). 5.3 During the TERM but not during the Leave of Absence, it is the specific responsibility of the EMPLOYEE, between regular meetings of the Board, to apprise Board Members of significant business matters. 5.4 During the TERM but not during the Leave of Absence, EMPLOYEE shall devote his entire working time, attention and energies to the business of the COMPANY, the SUBSIDIARY, and their respective AFFILIATES. 5.5 During the TERM but not during the Leave of Absence, the EMPLOYEE shall not, except under Section 5.6, be engaged in any other business activity, whether or not such business activity is pursued for gain, . profit or other pecuniary advantage. Notwithstanding the prohibition contained in the present clause, the EMPLOYEE shall be entitled to continue to sit on the boards of directors of the companies listed on Schedule I hereto, and on the boards of directors of other companies if such activity is approved in writing by the Board of Directors of the COMPANY. In the case of non-profit corporations or charities, such approval shall not be unreasonably withheld, but, in all other cases, the Board of Directors shall have all duties sole discretion to grant, delay or withhold approval, with or without conditions. 5.6 During the Term but not during the Leave of Absence, the EMPLOYEE shall not invest his personal assets in any business other than NON- COMPETING BUSINESSES, and authorities as customarily exercised even in the case of such investments: (a) No services are required or furnished on the part of the EMPLOYEE in the operations of the companies in which such investments are made and in which his participation is solely that of an investor provided that this subsection is not infringed by an individual serving in such position the EMPLOYEE's providing counseling (and not acting in a company the nature "line" capacity) on a non-remunerative basis to all such companies for a maximum of 5 hours per week and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder.200 hours per year; and (b) Throughout If the Employment PeriodEMPLOYEE purchases securities in any corporation whose securities are regularly traded in a recognized securities market, such purchases shall not result in his collectively owning beneficially at any time five percent (5%) or more of the equity securities of any corporation engaged in a business other than a NON-COMPETING BUSINESS. The foregoing restrictions shall not apply to any investment of whatever extent the EMPLOYEE may take in the shares of the COMPANY or of any successor company. For the purposes of this subsection, NON-COMPETING BUSINESSES are all businesses other than those which compete with: (a) the BUSINESS; or (b) any other business carried on in the future by the COMPANY, the Executive SUBSIDIARY or any AFFILIATES, provided that the EMPLOYEE has access to confidential information concerning such business. Moreover, the EMPLOYEE shall use his best efforts not knowingly assist any RELATIVE to perform his duties under make any investment which the EMPLOYEE is not permitted to make by this section. 5.7 The EMPLOYEE is a member of the Board of Directors and acknowledges that he has a significant interest in this Agreement fullyand undertakes during the Term but not during the Leave of Absence, diligently the following: 5.7.1 To seek independent legal counsel at the COMPANY's expense to negotiate and faithfully, and shall use review this Agreement on the EMPLOYEE's behalf; 5.7.2 To disclose his best efforts interest in this Agreement to promote the interests other members of the Company Board of Directors; and 5.7.3 To retire from and its subsidiaries abstain from the discussion and affiliatesvote at any meeting of the Board of Directors at which this Agreement or any default by EMPLOYEE or matter arising therefrom is the subject of a discussion or a vote. 5.8 The EMPLOYEE also undertakes during the Term but not during the Leave of Absence, the following: 5.8.1 To use every best effort (cincluding the establishment of written procedures known to operation personnel) Executive shall devote substantially all of his business time to promptly bring to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent attention of the Board of Directors of the Company (COMPANY any matter requiring the “Board”)COMPANY's decision or action where his own interests or those of a RELATIVE are involved and to abstain from taking such decision or action until the Board of Directors decides. 5.8.2 If requested, which consent will not to be unreasonably withheld or delayed, serving on absent from and abstain from the boards discussion and vote at any meeting of directors the aforementioned Board of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities Directors where the Executive was serving as a director on subject matter being discussed and voted upon is any matter covered by Section 5.8. 5.8.3 For the date purposes of this Agreement, RELATIVE means the EMPLOYEE's spouse, parent, sibling, child or sibling's children, the spouses of the foregoing and any other person who could be claimed as a dependent on the EMPLOYEE's or RELATIVE's federal income tax return, any corporation or partnership in which a RELATIVE or the EMPLOYEE holds a five percent (ii5%) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsinterest or of which a RELATIVE or the EMPLOYEE is an officer or director, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance trust of which any of the Executive’s duties and responsibilities foregoing is a beneficiary. Notwithstanding anything contained herein to the Company as provided hereundercontrary, no provision of this Agreement shall be deemed to excuse the Executive during the Leave of Absence of any and all fiduciary obligations imposed on a member of the Board of Directors by applicable law.

Duties. (a) Throughout the Employment Period, the Executive shall be have the Chief Financial Officer normal duties, responsibilities, functions, and authority of the Company reporting directly CEO, subject to the Chief Executive Officer of the Company, power and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent authority of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld and Executive shall report to the Board. Executive shall render to the Company administrative, financial, and other executive and managerial services that are consistent with Executive’s position as the CEO of the Company, as the Board may from time to time direct. Executive shall devote Executive’s full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or delayedother incapacity) to the business and affairs of the Company, serving on the boards of directors of other business entitiesits Affiliates, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of and its Subsidiaries. In performing Executive’s duties and exercising Executive’s authority under this Agreement, (ii) engaging Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s effort to expand the business and operate in charitable activities conformity with the business and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities strategic plans approved by the Board; provided that . So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of the Chairman of the Board, who may approve under such procedures as the Board or its executive committee shall from time to time approve, serve on the board of directors of any other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities described above do not or services for Executive’s personal benefit or for the benefit of any Person other than the Company and its Subsidiaries and Affiliates if such other activities or services interfere with the performance of the Executive’s duties and responsibilities under this Agreement. Subject to the Company foregoing provision, nothing in this Agreement shall be construed as provided hereunderpreventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such a manner as Executive deems to be appropriate; provided, however, no such other activity shall conflict with Executive’s obligations under this Agreement or interfere with Executive’s performance of Executive’s duties under this Agreement.

Duties. (a) Throughout During the Employment PeriodTerm, as Executive Chairman of K12, EMPLOYEE shall have duties and responsibilities related to building the organization and business, including but not limited to, achieving agreed revenue, cost, profit and cash-flow targets, and shall report to the Board. While acting as Executive Chairman, EMPLOYEE shall be continue to serve as Chairman of the Board. The Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), General Counsel (“GC”) and Chief Financial Officer of the Company reporting (“CFO”) shall report directly to EMPLOYEE. Other executives at K12 may also report directly to EMPLOYEE, as determined by EMPLOYEE or by the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable Board from time to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereundertime. (b) Throughout EMPLOYEE’s employment with K12 shall be full-time and exclusive. During the Employment PeriodTerm, excepting only those personal services EMPLOYEE performs as a member of the Board, EMPLOYEE shall devote the whole of EMPLOYEE’s business time, attention, skill, and ability to the faithful and diligent fulfillment of EMPLOYEE’s duties hereunder. EMPLOYEE acknowledges and agrees that EMPLOYEE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may require, including, but not limited to, service as an officer or director thereof, provided however, that such services, and such office or position, shall be consistent with EMPLOYEE’s position as Executive Chairman of K12. Notwithstanding any other provision of this Agreement, in the event that during the Term, the Executive employment of K12’s CEO as of the Effective Date of this Agreement terminates for any reason and EMPLOYEE is asked to assume the role of CEO (other than on an interim basis, while another individual is being sought or hired as CEO), EMPLOYEE and the Board shall use his best efforts negotiate in good faith an appropriate enhancement of EMPLOYEE’s compensation beyond that which is provided in this Agreement, in consideration of the additional duties EMPLOYEE would be expected to perform in such role. Subject to the foregoing, in the event EMPLOYEE and the Board do not reach mutual agreement regarding the enhancement of EMPLOYEE’s compensation within the sixty (60)-day period commencing with the date the incumbent CEO’s employment with K12 terminates, EMPLOYEE at his duties under this Agreement fully, diligently discretion may decline the position of CEO and faithfully, and shall use his best efforts simply continue to promote the interests serve as Executive Chairman of the Company Board, subject to Section 3.1(b) below. So long as EMPLOYEE serves as an employee of K12 covered by this Agreement, EMPLOYEE shall comply with all applicable policies of K12 and its subsidiaries and affiliatesall policies of Affiliates that are consistent therewith. (c) Executive During the term of employment, it shall devote substantially not be a violation of Section 2.3(a) or 2.3(b) of this Agreement for EMPLOYEE to, in all of his business time cases subject to the affairs of the Company; providedArticles 5 and 6 hereof, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving serve on the boards of directors of other business entities▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, trade associations RLJ Lodging Trust, and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date Mutual of this Agreement, America Capital Management Corporation; (ii) engaging in serve as an officer or director of a cooperative housing, or civic or charitable activities and community affairs, organization or committee; (iii) managing his personal and/or family investments and affairsdeliver lectures, and fulfill speaking engagements, or teach at university level or equivalent educational institutions; or (iv) engaging in any other manage personal passive investments, so long as such activities approved by the Board; provided that the activities described above (individually or collectively) do not conflict or materially interfere with the performance of the ExecutiveEMPLOYEE’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout During the Period of Employment Period(as defined in Section 3), the Executive shall be the Chief Financial Officer of serve the Company reporting directly to in such position fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not and the corporate policies of the Company as they presently exist, and as such policies may be unreasonably withheld amended, modified, changed, or delayedadopted during the Period of Employment. In this position, serving on Executive shall report to the boards of directors of other business entitiesChief Executive Officer. If requested by the Company, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving shall also serve as a director on member of the date Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote her full business time, energy, and skill to the performance of her duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Executive shall be permitted to (iii) engaging engage in charitable activities and community affairs, and (iiiii) managing his personal and/or family to make investments of any character in any business or businesses and affairsto manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and (iv) engaging in any other the aggregate, that such activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 14 and responsibilities 15, and further provided that Executive shall not serve as a director of any other publicly traded or private entity without gaining the consent of the Chief Executive Officer and the Corporate Governance and Nominating Committee of the Board prior to the commencement of such service. (c) Executive shall exercise due diligence and care in the performance of her duties for and the fulfillment of her obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with her position as an Executive Vice President, Chief Financial Officer of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (a) Throughout the Employment Period, the Executive shall be the Chief Financial Officer Director agrees to serve as an independent Director of the Company reporting directly and to be available to perform the duties consistent with such position pursuant to the Chief Executive Officer Certificate of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall have all duties not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and authorities attention to the Company as customarily exercised by an individual serving is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in such position in a company any way impact Director’s independence, and if Director determines that is no longer the nature and size of case, Director will promptly notify the Company. The Executive Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at all times comply when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with all written Company policies applicable to him. The ExecutiveDirector’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties obligations under this Agreement fullyAgreement. Subject to the forgoing, diligently and faithfully, and shall Director will use his Director’s best efforts to promote the interests of the Company and its subsidiaries shareholders. (b) Without limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and affiliatesthe OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of the Company. (c) Executive In addition to Director’s service on the Board, Director agrees that, if so selected by the Board, Director shall devote substantially all of his business time to the affairs serve as a Member of the Company; provided, however, that anything herein to Nomination Committee and the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent Chairman of the Board of Directors Audit Committee of the Company Board. (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date d) By execution of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairsDirector accepts Director’s appointment or election as an independent Director of the Company, and (iv) engaging agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other activities approved by capacity. (e) Director’s status during the Board; Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as Director hereunder shall be made or provided hereunderwithout withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. (a) Throughout The Executive agrees to serve as Executive Vice President, Chief Information Officer of the Employment PeriodCompany during the Term. In such capacity, the Executive shall be have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Financial Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company reporting directly and its affiliates and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with all written Company policies applicable to him. The Executive’s primary office location shall be at ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company’s executive offices Chief Executive Officer in writing of the San Diego, California metropolitan area, but the Executive shall undertake fact that he has accepted such travel as is reasonably required for his duties hereundera non-profit directorship. (ba) Throughout If the Employment PeriodCompany and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall use his best efforts continue to perform his duties be employed under this Agreement fullyonly until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), diligently and faithfully, shall cooperate fully with the Chief Executive Officer and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) perform such duties not inconsistent with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not provisions hereof as he shall be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved assigned by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderChief Executive Officer.

Duties. Executive agrees that during the Employment Period while ------ Executive is employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the Vice President of Strategic Planning of the Company and the Parent and providing services for the Company at the direction of the Company's President and Chief Executive Officer, or his designee (athe "CEO") Throughout or, for periods prior to the consummation of the Reorganization, the Manager of the Company or his designee (the "Manager"). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Manager or CEO, as applicable, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Manager or CEO, as applicable, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar type activities to the Executive shall be extent such activities do not, in the Chief Financial Officer reasonable judgment of the Company reporting directly to the Chief Executive Officer of the CompanyManager or CEO, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply applicable, inhibit, prohibit, interfere with all written Company policies applicable to him. The or conflict with Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his 's duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote or conflict in any material way with the interests business of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to Executive shall not serve on the contrary notwithstanding, nothing shall preclude board of directors of any business (other than the Executive from (iCompany) or hold any other position with any business without receiving the prior written consent of the Board of Directors of the Company (the “Board”)Manager or CEO, as applicable, which consent will may not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderwithheld.

Duties. Employee shall perform the following services for the Company: (a) Throughout the Employment Period, the Employee shall serve as Chief Executive shall be the Chief Financial Officer of the Company, or in such other position as determined by the Board, and in that capacity shall work with the Company reporting directly to pursue the Company's plans as directed by the Board. The Board agrees to recommend and support Employee as a Director promptly after the Effective Date of this Agreement. (b) Employee shall perform duties with the functions of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company subject to the nature and size direction of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliatesBoard. (c) Executive During the Term of this Agreement (defined below), Employee shall devote substantially all of his Employee's business time to the affairs performance of Employee's duties under this Agreement, and substantially all of Employee's business time under this Agreement will be spent in the Company's locations on Long Island, New York, except for business trips taken on behalf of and for the business interests of the Company, unless otherwise agreed to by the Board; provided, however, that anything herein Employee may serve as a Director of up to two other entities so long as such entities are not competitive with the Company and such service would not pose a conflict for Employee or restrict his ability to carry out his duties to the contrary notwithstandingCompany, nothing and so long as any such position is approved by the Board. Without limiting the foregoing, Employee shall preclude the Executive from (i) with the prior written consent of the Board of Directors perform services on behalf of the Company for at least forty hours per week, and Employee shall be reasonably available at the request of the Company at other times, including weekends and holidays, to meet the needs and requests of the Company's operations, customers, and Board. (d) During the “Board”)Term, which consent Employee will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging engage in any other activities approved by the Board; provided or undertake any other commitments that the activities described above do not interfere conflict with the performance of the Executive’s duties or take priority over Employee's responsibilities and responsibilities obligations to the Company as provided hereunderCompany, its business, and its customers, including without limitation those responsibilities and obligations incurred pursuant to this Agreement.

Duties. (a) Throughout The Company does hereby employ and engage the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Employee as Chief Executive Officer of the Company and each of its subsidiaries and divisions, or such other title as the Company's Board of Directors shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be such executive and managerial duties and responsibilities as the Board of Directors shall specify from time to time and as provided in the Bylaws of the Company, as the same may be amended from time to time, and shall have all entail those duties and authorities as customarily exercised performed by an individual serving in such position in a Chief Executive Officer of a company the nature with a sales volume and size number of employees commensurate with those of the Company. The Executive Employee shall at all times comply with all written Company policies applicable diligently and faithfully execute and perform such duties and responsibilities, subject to himthe general supervision and control of the Company's Board of Directors. The Executive’s primary office location Employee shall be at responsible and report only to the Company’s 's Board of Directors. The Board of Directors, in its sole and absolute discretion, shall determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive offices and managerial duties, responsibilities or positions as it deems in the San DiegoCompany's best interest. The Employee shall devote his full-time attention, California metropolitan area, but energy and skill during normal business hours to the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently business and faithfully, and shall use his best efforts to promote the interests affairs of the Company and its subsidiaries and affiliates. shall not, during the Employment Term (c) Executive shall devote substantially all of his as that term is defined below), be actively engaged in any other business time to the affairs of the Company; providedactivity, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) except with the prior written consent of the Company's Board of Directors of the Company (the “Board”)Directors; provided, which consent will not be unreasonably withheld or delayedhowever, serving on the boards of directors of that in any event any such other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, activity will not: (iia) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not adversely affect or materially interfere with the performance of the Executive’s Employee's duties and responsibilities to hereunder, (b) involve a conflict of interest with the Company or (c) involve activities competitive with the business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs, (ii) act as provided hereundera director of any corporation or organization outside of the Company, not to exceed three (3) in number, that is not in competition with the Company, and (iii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or interfere with the performance of the Employee's duties and responsibilities under this Agreement.

Duties. (a) Throughout During the Period of Employment Period(as defined in Section 3), the Executive shall be the Chief Financial Officer of serve the Company reporting directly to in such positions fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not and the corporate policies of the Company as they presently exist, and as such policies may be unreasonably withheld amended, modified, changed, or delayedadopted during the Period of Employment, serving on and Executive shall have duties and authority consistent with Executive’s position as an Executive Vice President and President, North American Operations. If requested by the boards of directors of other business entitiesCompany, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving shall also serve as a director on member of the date Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote her full business time, energy, and skill to the performance of her duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Executive shall be permitted to (iii) engaging engage in charitable activities and community affairs, and (iiiii) managing his personal and/or family to make investments of any character in any business or businesses and affairsto manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and (iv) engaging in any other the aggregate, that such activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 14 and responsibilities 15, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance, Nominating and Compensation Committee of the Board prior to the commencement of such service. (c) Executive shall exercise due diligence and care in the performance of her duties for and the fulfillment of her obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with her position as an Executive Vice President and President, North American Operations, of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (a) Throughout Employee shall have general responsibility for overseeing and managing the Employment Period, the Executive shall be the Chief Financial Officer global legal affairs of the Company reporting directly and the Company’s Office of the General Counsel (“Legal Department”). Employee will perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity and/or, to the extent consistent with Employee’s position), as directed by the Chief Executive Officer of the Company (the “Reporting Person”). In this regard, Employee will directly manage and supervise (i) the Legal Department’s staff, (ii) the Company’s outside counsel, including foreign counsel, (iii) together with outside counsel, the Company’s litigations, regulatory proceedings and other actions, (iv) the Company’s contracting processes and activities, including contracts record management, (v) together with the Reporting Person and the appropriate Committees of the Company’s Board of Directors, the Company’s corporate governance, legal compliance and disclosure programs and policies, including under applicable securities and stock exchange regulations, including the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended, and (vi) together with local and foreign counsel, the Company’s compliance with applicable laws and regulations in the jurisdictions where the Company does business. Employee shall have report directly to the Reporting Person. Employee agrees to devote her full working time, attention and skill to the business and affairs of the Company and to use all duties reasonable commercial efforts and authorities as customarily exercised by an individual serving in such position in a company skills to advance the nature and size best interests of the Company. The Executive Employee shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be perform her duties primarily at the Company’s executive offices located in Port Washington, New York (her “Principal Place of Business”), subject to travel and other duties outside of such location consistent with the San DiegoCompany’s business as determined by the Reporting Person, California metropolitan areaincluding travel, but on an as needed basis. Nothing in this Agreement shall be construed to prohibit Employee from serving on the Executive shall undertake board of directors and/or on the advisory board of any not-for profit or other corporation, provided that (a) such travel as is reasonably required for his duties hereunder. service does not create an actual or apparent conflict of interest with the business of the Company, (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of such service is approved by the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (ivc) engaging in such service does not conflict with any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderapplicable federal or state law, regulation or New York Stock Exchange (“NYSE”) rule.

Duties. (a) Throughout During the Period of Employment Period(as defined in Section 3), the Executive shall be the Chief Financial Officer of serve the Company reporting directly to in such positions fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not and the corporate policies of the Company as they presently exist, and as such policies may be unreasonably withheld amended, modified, changed, or delayedadopted during the Period of Employment, serving on and Executive shall have duties and authority consistent with Executive’s position as an Executive Vice President and Chief Operating Officer. If requested by the boards of directors of other business entitiesCompany, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving shall also serve as a director on member of the date Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote his full business time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. The foregoing notwithstanding, Executive shall be permitted to (iii) engaging engage in charitable activities and community affairs, and (iiiii) managing his personal and/or family to make investments of any character in any business or businesses and affairsto manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and (iv) engaging in any other the aggregate, that such activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 14 and responsibilities 15, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance, Nominating and Compensation Committee of the Board prior to the commencement of such service. (c) Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as provided hereunderare reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as an Executive Vice President and Chief Operating Officer of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (a) Throughout Prior to the Employment PeriodMidCon Divestiture Date, subject to the early termination provisions of this Agreement, Employee shall, for the compensation specified in Paragraph 3(a) below, (i) serve as and perform the duties of President and Chief Executive shall be the Chief Financial Officer of MidCon, or in such other capacity and with such other duties for Employer or any of the Company reporting directly to subsidiaries of Employer or any corporation affiliated with Employer as the Chief Executive Officer of Employer may direct, and (ii) assist Employer in such manner as may be requested from time to time by the CompanyChief Executive Officer of Employer in its efforts to divest MidCon. In performing duties hereunder, Employee shall comply with Employer's Code of Business Conduct and Corporate Policies, as the same may be amended from time to time, and shall have all duties and authorities as customarily exercised by an individual serving in such position in not render paid or unpaid services on a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable self-employed basis or to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunderany other employer. (b) Throughout In the Employment Period, event that the Executive shall use his best efforts to perform his duties under MidCon Divestiture occurs during the term of this Agreement fullyand while Employee is still serving Employer as President and Chief Executive Officer of MidCon pursuant to Paragraph 1(a) above, diligently then subsequent to the MidCon Divestiture Date and faithfullyfor the balance of the term of this Agreement, Employee shall, for the compensation specified in Clause 3(b)(i) below, make himself available, as Employer may from time to time request in writing, on reasonable notice, to consult with Employer with respect to its business affairs and operations, in Los Angeles or at such other places as Employer may from time to time request. During this post-divestiture period, Employee shall comply with Employer's Code of Business and Corporate Policies, as the same may be amended from time to time and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his not accept employment with, or act as a consultant for, or perform services for any person, firm or corporation directly or indirectly engaged in any business time to the affairs of the Company; providedcompetitive with Employer, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with without the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderEmployer.

Duties. Beginning on March 16, 2009, and at all times thereafter during his employment, Executive shall serve as the Company’s Chief Executive Officer and President and as a member of the Board. As the Company’s Chief Executive Officer and President, Executive shall direct and manage the affairs of the Company with such duties, functions and responsibilities (aincluding the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) Throughout as are customarily associated with and incident to the Employment Periodpositions of Chief Executive Officer and President and as the Company may, from time to time, require of him, subject to the direction of the Company’s Board. Executive shall be the only officer of the Company with the right to report directly to the Board; provided, however, that other officers of the Company may report directly to the Board: (i) if such officer is elected to the Board with the prior consent of Executive; (ii) such officer reports directly to the Board with the consent of the Executive; or (iii) such officer reports to the Board as may be required by law. These duties, functions and responsibilities include, but are not limited to, directing the Company’s day-to-day affairs, as well as defining the roles and responsibilities of the Company’s officers and employees. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive’s ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote his time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that it shall not be a breach of this Agreement for the Executive to manage his own private financial investments; or with the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other companies that do not compete with the Company, so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, or otherwise violate this Agreement or the Company’s other policies. A list of boards of directors upon which Executive currently is a member is attached hereto as Exhibit A, and, upon appointment of Executive as Chief Executive Officer and President, the Board also will consent to Executive’s service on those boards of directors. The principal place of employment of the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size principal executive offices of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices acknowledges that in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all course of his business employment he may be required, from time to the affairs time, to travel on behalf of the Company; provided. Executive will follow and comply with the policies and procedures of the Company, howeverincluding without limitation, policies relating to business ethics, code of conduct, conflict of interest, non-discrimination, confidentiality and protection of trade secrets, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Executive hereby represents and confirms that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from neither (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of Executive’s entering into this Agreement, Agreement nor (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the Executive’s performance of the Executive’s duties and responsibilities obligations hereunder will violate or conflict with any other agreement (oral or written) to which Executive is a party or by which Executive is bound. Without commenting on whether a breach of any other section of this Agreement is material, the Company as provided hereunderparties agree that a breach of this Section 2 shall be a material breach of this Agreement.

Duties. (a) Throughout As of April 18, 2008 until such time as the Employment PeriodBoard of Directors of THK (the “Board”) may, the in its sole and absolute discretion, may otherwise decide, Executive shall be the employed as interim Chief Financial Executive Officer of THK (“CEO”) at its principal offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at other offices or locations designated by THK, subject to such travel as the Company reporting rendering of services hereunder may require, and Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Board in connection with the conduct of THK’s businesses (the “Business”). Executive shall report directly to, and be subject to the management oversight and direction of, the Board. The duties of Executive shall be those that are customarily performed by a chief executive officer of the same or similar title in a company with similar revenues, together with such additional, supplemental or alternative duties as may from time to time be requested provided such additional duties are reasonably related to the scope of employment of Executive and his title. By way of explanation and not limitation, Executive shall be employed and serve as the Chief Executive Officer of THK only for so long as the Company, and Board shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunderdesire. (b) Throughout At any time during the Employment PeriodTerm, as defined below, or otherwise, the Board may replace the Executive as CEO, upon which event the Executive shall be employed under this Agreement as Chief Operating Officer of THK (“COO”), the Executive’s position with THK prior to his elevation to interim CEO. The Board shall notify the Executive in writing of this change in his position and provide a copy of the Board’s resolution approving this change. Immediately upon receipt of such notice, the Executive shall use his best efforts cease being or acting as CEO, thereupon commencing serving as COO, subject to perform his duties under this Agreement fullythe same terms and conditions as is specified in Section 2(a) hereof, diligently and faithfullyexcept that the Executive shall report directly to, and shall use his best efforts be subject to promote the interests management oversight and direction of, any duly designated chief executive officer of THK or the Company Board and its subsidiaries and affiliates. (c) the duties of Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, then be those that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as are customarily performed by a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderchief operating officer.

Duties. (a) Throughout The Executive is employed as Senior Executive Vice President and Chief Operating Officer of Partners Trust during the Employment PeriodTerm. As the Senior Executive Vice President and Chief Operating Officer of Partners Trust, the Executive shall be render executive, policy and other management services to Partners Trust of the type customarily performed by persons serving in a similar executive capacity and Partners Trust shall cause the Bank to appoint Executive to also serve as Senior Executive Vice President and Chief Financial Operating Officer of the Company reporting directly to the Chief Executive Officer of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the CompanyBank. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout During the Employment PeriodTerm, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfullyserve as a full-time employee, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time be subject to the affairs direction of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (isuch person(s) with the prior written consent of designated by the Board of Directors of the Company (Employer and Board of Directors of the “Board”)Bank to give direction to the Executive, which consent will and, in connection therewith to perform such duties as shall be directed by such person designated, and as are commensurate and consistent with the Executive's title, position and experience. The Executive shall also perform such duties as the Board of Directors of the Employer or the Board of Directors of the Bank may from time to time reasonably direct. During the Employment Term, there shall be no material decrease in the duties and responsibilities of the Executive otherwise than as provided herein, unless the parties otherwise agree in writing; provided, that if the Executive temporarily assumes some or all of the duties and responsibilities of another key executive of the Employer due to such key executive's death, disability or termination of employment, the reassignment of such duties and responsibilities back to the key executive or his or her replacement shall not constitute a material decrease in the duties and responsibilities of the Executive. During the Employment Term, the Executive shall not be unreasonably withheld or delayedrequired to relocate, serving without his consent, his place of employment to a location more than 65 miles away from the Bank's Utica, New York headquarters location to perform his duties hereunder, except for reasonably required travel by the Executive on the boards business of directors the Employer or the Bank. The Executive is encouraged to affiliate with professional associations, business and civic organizations in support of other business entitieshis role as Senior Executive Vice President and Chief Operating Officer , trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the Executive's involvement in such activities described above do does not interfere with adversely affect the performance of his duties on behalf of the Executive’s duties and responsibilities to Employer or the Company as provided hereunderBank.

Duties. During the Term (a) Throughout the Employment Periodas defined below), the Executive Employee shall be employed as Senior Vice President of Engineering of Employer. Employee shall report to the Chief Financial Operating Officer of Employer. Employee agrees to diligently and honestly exercise his business judgment in the discharge of the duties as are customary to this position as those duties are determined from time to time by the Chief Operating Officer and to fully comply with all laws and regulations pertaining to the performance of this Agreement, all ethical rules, Employer's Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all policies, procedures and instructions of the Company reporting directly to including, but not limited to, the Chief Executive Officer provisions of Section 304 of the Company, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests performance of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all duties as an employee of his business time to the affairs of the CompanyEmployer; provided, however, that anything herein to Employee shall not be precluded from engaging in non-profit activities (such as serving on the contrary notwithstandingboards of trade and industry associations, nothing shall preclude or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee's duties and responsibilities as Senior Vice President of Employer. Employee will not, during the Executive from (i) Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Board Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Directors Employer's employees, including policies relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the Securities Exchange Act of the Company 1934, as amended (the “Board”"Exchange Act"), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

Duties. (a) Throughout the Employment Period, the Executive The duties of Employee shall be as determined by the Chief Financial Officer Employer's Board of Trustees ("Board") and Employee will adhere to the policies and procedures of the Company reporting directly Employer. The President shall have charge of the administration of the Employer under the direction of the Board. Employee shall be deemed to be the Chief Executive Officer for the Board. In addition to Employee's other duties set forth herein, Employee shall recommend the selection of, and direct and assign teachers and other employees of the CompanyEmployer under Employee's supervision. Further, Employee shall organize and direct the administrative and supervisory staff; Employee shall make recommendations to the Board concerning the budget, building plans, and location of educational and ancillary support sites; Employee shall have direct the keeping of all duties records and authorities as customarily exercised by an individual serving in such position in a company the nature accounts and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location shall be at the Company’s executive offices aid in the San Diego, California metropolitan area, but the Executive shall undertake such travel preparation of all reports as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board of Directors of the Company (the “Board”), which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that Employee shall recommend rules, regulations, policies and procedures deemed necessary for the activities described above do not interfere welfare of the Employer; and, in general, Employee shall perform all other duties incident to the office of President of the College as may be prescribed by the Board from time to time. Such duties to be performed by the President shall be consistent with duties normally and customarily performed by presidents of community colleges and in conformance with the performance Illinois Public Community College Act. In endeavoring to perform the duties as set forth under this Section, the Employee agrees to maintain an open dialogue and communication with the Members of the Executive’s duties Board in order to provide the Board with information and responsibilities the benefit of Employee's professional administrative expertise with respect to the Company operation and administration of the College so as to develop, ▇▇▇▇▇▇ and enhance the ability of the Employer to fulfill its duties to its constituents, including the students, faculty and support staff of the College. In order to fulfill Employee's duties as provided hereunderfor herein, Employee agrees to implement policies and actions designed to accomplish those objectives outlined in the College’s then-current strategic plan, and his performance will be measured, in part, against his ability to achieve the same.

Duties. (a) Throughout The Debtor represents to ZC and ▇▇▇▇▇▇▇▇ that its Board of Directors (the Employment Period“Board”) has duly adopted the resolution (the “Resolution”) appended hereto and incorporated herein by reference approving the terms of this Agreement and electing ▇▇▇▇▇▇▇▇ as the Chief Restructuring Officer of the Debtor. Subject to satisfaction of the condition precedent set forth in Section 3 hereof, ZC will assign ▇▇▇▇▇▇▇▇ to serve as Chief Restructuring Officer and Associate Directors to perform other services required of ZC hereunder. (b) Pursuant to and except as limited by the Executive terms of such Resolution, ZC and ▇▇▇▇▇▇▇▇ shall be authorized to make decisions with respect to all aspects of the management and operation of the Debtor’s business, including without limitation organization and human resources, marketing and sales, logistics, finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate under the direction of the Board in a manner consistent with the business judgment rule and the provisions of local law and the United States Bankruptcy Code applicable to the obligations of persons acting on behalf of corporations, subject only to appropriate governance by the Board in accordance with the Debtor’s charters, Bylaws, authority levels approved by the Board for the Chief Financial Officer of the Company reporting directly Debtor, other governing documents (if any) (collectively the “Constitutive Documents”) and applicable state law. ZC, ▇▇▇▇▇▇▇▇ and Associate Directors (individually, a “Representative” and collectively, the “Representatives”) shall not have any authority to make decisions with respect to hiring or terminating officers, executing transactions or otherwise committing the Debtor or its resources other than in the ordinary course of business unless set forth in the Resolution or otherwise approved by the Board and, if required, the United States Bankruptcy Court for the Eastern District of Virginia(the “Bankruptcy Court”). All decisions of ▇▇▇▇▇▇▇▇ shall be discussed to the Chief Executive Officer extent ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ reasonably appropriate with the member or members of the CompanyDebtor’s management that ▇▇▇▇▇▇▇▇, under the direction of the Board, determines to be appropriate prior to the implementation of such decisions and shall be implemented by the management of the Debtor (other than ZC or the Representatives), and shall have all duties any dispute between such management and authorities as customarily exercised by an individual serving in ▇▇▇▇▇▇▇▇ regarding the implementation of such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive’s primary office location decisions shall be at resolved definitively by the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliatesBoard. (c) Executive ZC and ▇▇▇▇▇▇▇▇ shall not be obligated to cause ▇▇▇▇▇▇▇▇ to be available to perform services hereunder for any specific minimum number of hours during any period, it being understood that ▇▇▇▇▇▇▇▇ shall be obligated to furnish such hours of service as he deems necessary in his sole discretion to perform his duties on behalf of ZC and ▇▇▇▇▇▇▇▇ hereunder. ZC and ▇▇▇▇▇▇▇▇ shall cause Associate Directors to devote substantially all a portion of his their business time to the affairs performance of services for the Debtor hereunder on behalf of ZC and ▇▇▇▇▇▇▇▇, as deemed necessary by ZC and ▇▇▇▇▇▇▇▇. (d) In undertaking to provide the services set forth herein, ZC and ▇▇▇▇▇▇▇▇ do not guarantee or otherwise provide any assurances as to the results or any outcome of this matter. Except for the amount referenced in Section 4(b) hereof, the Debtor’s obligation to provide the compensation specified under Section 4 hereof shall not be conditioned upon any particular results being obtained by ZC and ▇▇▇▇▇▇▇▇. (e) In view of the Company; providedDebtor’s precarious present circumstances, however, the Debtor acknowledges that anything herein ▇▇▇▇▇▇▇▇ may be required to make decisions with respect to extraordinary measures quickly and that the depth of his analyses of the information on which his decisions will be based may be limited in some respects due to the contrary notwithstandingavailability of information, nothing time constraints and other factors. Moreover, each Representative shall preclude the Executive from be entitled, in performing his duties hereunder on behalf of ZC and ▇▇▇▇▇▇▇▇, to rely on information disclosed or supplied to them without verification or warranty of accuracy or validity. (if) with the prior written consent of ZC and ▇▇▇▇▇▇▇▇ will keep the Board fully apprised of Directors of the Company (the “Board”)his findings, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities plans and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunderactivities.