Common use of Duties Clause in Contracts

Duties. Executive shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business.

Duties. (a) During the Employment Period, the Executive (i) shall serve as Chairman _________________ of the BoardCompanies, President and (ii) shall report directly to an officer of the Companies (the "SUPERVISING OFFICER") who shall be selected by the Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of H▇▇▇▇▇ the Board and/or the Supervising Officer have such authority and shall assume perform in a diligent and competent manner such other duties as may be assigned to the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of Board and/or the Board, President Supervising Officer and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the weekiv) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal the Executive's best efforts and regular business such time, attention, knowledge and skill to the operation of the business and interest affairs of H▇▇▇▇▇, and H▇▇▇▇▇ the Companies as shall be entitled necessary to all perform the Executive's duties. During the Employment Period, the Executive's place of performance for the Executive's duties and responsibilities shall be at the Companies' corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies' business or as may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the Employment Period, subject to any conflict of interest policies of the benefitsCompanies, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly may (i) serve in any capacity engage in with any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive's duties and responsibilities hereunder, (ii) make and manage personal investments of the Executive's choice, and (iii) with the prior written consentconsent of the Companies' Chief Executive Officer, which consent will shall not be unreasonably withheld provided that such other withheld, serve on the board of directors of one (1) for-profit business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessenterprise.

Duties. The Executive shall serve as Chairman be responsible for the supervision, control and conduct of all the business and affairs of the Board, Company and shall have such additional duties and any additional responsibilities as are normally assigned to a President and Chief Executive Operating Officer of H▇▇▇▇▇ and shall assume such other duties as the Board which may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned reasonably designated by the Board, provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with such positions in a publicly-held corporation of similar size and business. At all times, the Executive shall be subject to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman direction of the Board. During the Employment Period, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal his full business time and regular business time, attention, knowledge and skill best efforts to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefitsCompany and its subsidiaries. Notwithstanding the foregoing, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his personal assets in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentthat is not competitive with the Company or any of its subsidiaries, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to investment will not require any services on the business part of H▇▇▇▇▇, (b) will in no way the Executive which would unreasonably interfere with the performance of Executive’s duties to H▇▇▇▇▇, his obligations hereunder; (ciii) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or purchase securities that are listed on a national securities exchange of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such securities; (iv) serve as a director of up to three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive in retail real estate” with the Company or any of its subsidiaries if such business or entity consists of or includes any type or line of business engaged in by the Company or any of its subsidiaries and such business competitive with is conducted, in whole or in part, within a one-hundred (100) mile radius of the same business as any of H▇▇▇▇▇’▇ businessCompany’s principal executive headquarters.

Duties. Executive shall 1. The SUPERINTENDENT is hereby employed to serve as Chairman SUPERINTENDENT and agrees to perform the services, duties and obligations required by this Employment Contract, applicable state and federal laws and regulations, and the directives, rules, regulations and policies of the BoardBOARD. 2. The SUPERINTENDENT shall be the chief executive officer of the San Diego Unified School District, President and Chief Executive Officer of H▇▇▇▇▇ hereinafter referred to as "DISTRICT," and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform have all of the powers and rights necessary to carry out that role. Although the BOARD retains ultimate power and authority over decisions affecting the DISTRICT, the BOARD shall not unreasonably interfere with the day-to-day decision- making processes of the SUPERINTENDENT, but the BOARD retains the right to question, approve, or disapprove in its discretion as it deems appropriate the recommendations that the SUPERINTENDENT makes. 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 may be required of and from him pursuant all personnel are subject to the express approval of the BOARD as reflected in Board Resolutions; assign and implicit terms 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 Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) andEmployment Contract, except as otherwise provided hereinin this document, at such other place or places within or without and she shall attend all regular and special meetings of the State BOARD, including closed session where no conflict of New Jersey as H▇▇▇▇▇ 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 good faith require or as this state, including active participation in community and civic organizations, and those required by the interest, needs, business, or opportunities laws of Hudson shall requirethe state. Executive shall devote full, normal and regular business time, attention, knowledge and skill For her services to the business 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 SUPERINTENDENT shall not accept any outside employment that in any manner interferes with the performance of her duties and interest responsibilities as SUPERINTENDENT. The BOARD recognizes, however, that certain outside employment may have a beneficial impact on the SUPERINTENDENT's professional growth and may not interfere with the SUPERINTENDENT's performance of H▇▇her duties and responsibilities. Thus, the BOARD grants to the Superintendent, subject to prior approval by the BOARD as to time commitment, the opportunity to teach or serve as an adjunct professor or in some other capacity at the 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 long as such appointments do not provide compensation to the SUPERINTENDENT (other than expense reimbursement) without BOARD approval, and private consulting or speaking engagements that 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 BOARD 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 H▇▇▇▇▇ 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 normal working hours or whether the Intellectual Property was created or developed using DISTRICT resources. SUPERINTENDENT hereby grants to the 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 superintendent 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 all the same holidays as are other non- represented managers of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessDISTRICT.

Duties. Executive Best Efforts; Indemnification Leventhal shall serve as Chairman Senior Vice President, Marketing of i3 Mobil▇ ▇▇▇ ▇▇▇ll perform, subject to the policy directions of the Board, President and Chief Executive Officer and the Board of HDirectors of i3 Mobile, such duties as are customarily performed by the Senior Vice President, Marketing. Leventhal shall also have such other powers and duties as may be from ▇▇▇▇ ▇▇ time prescribed by the President and Chief Executive Officer or the Board of Directors of i3 Mobile, provided that the nature of Leventhal's powers and duties so prescribed shall not be inconsistent ▇▇▇▇ ▇▇▇▇▇t▇▇▇'▇ position and duties hereunder. Leventhal shall devote he▇ ▇▇▇▇▇▇▇▇ time, attention and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees energies to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇t▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such ▇ss and affairs of i3 Mobile, shall use her best efforts to advance the best interests of i3 Mobile and shall not, during the Term, be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that will interfere with the performance by Leventhal of her duties shall be rendered at Hhereunder or Leventhal's availability to perf▇▇▇ ▇▇▇▇ duties or that will adversel▇ ▇▇▇▇▇’▇, ▇r negatively reflect upon, i3 Mobile. Subject to the provisions of i3 Mobile's Certificate of Incorporation and Bylaws, each as amended from time to time, i3 Mobile shall indemnify Leventhal to the fullest extent permitted by the General Corporation ▇▇▇ headquarters currently located ▇▇ ▇▇e State of Delaware, as amended from time to time, for all amounts (including, without limitation, judgments, fines, settlement payments, expenses and attorney's fees) actually and reasonably incurred or paid by Leventhal on a when- and as-incurred basis in connection with any act▇▇▇, ▇▇▇▇, investigation or proceeding arising out of or relating to the performance by Leventhal of services for, or the acting by Leventhal as a director, ▇▇▇▇▇▇▇, or employee of, i3 Mobile, or any o▇▇▇▇ ▇▇▇▇on or enterprise at Woodcliff Lakei3 Mobile's request if Leventhal acted in good faith and in a manner she reasonably believed ▇▇ ▇▇ ▇▇ or not opposed to the best interests of i3 Mobile, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful. i3 Mobile shall use its best efforts to obtain and maintain in full force and effect during the Term directors' and officers' liability insurance policies providing full and adequate protection to Leventhal for her capacity, provided herein, at such other place or places within or without that the State Board of New Jersey as HDirectors of i▇ ▇▇▇▇▇▇ shall have no obligation to purchase such insurance if, in good faith require its opinion, coverage is available only on unreasonable terms. Leventhal agrees that, if it is finally judicially determined or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of Hfina▇▇▇ ▇▇▇▇▇, and H▇▇▇▇▇ shall be mined by an arbitrator that she is not or was not entitled to all any amounts paid on her behalf or for which she has been reimbursed under this third paragraph of this Section 3 by virtue of having failed to have met the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, standards set forth in the conduct or the financing first sentence of Executive’s businessthis third paragraph of this section 3, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances Leventhal shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are promptly reimburse i3 Mobile for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesssuch amounts.

Duties. Executive (a) During the Employment Period, the Employee shall serve perform such duties and exercise such powers relating to the Company as Chairman are commensurate with the office of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume have such other duties and powers as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Directors shall from time to time may be assigned assign to Executive him, including by H▇▇▇▇▇ which are consistent way of example but not limitation, duties with the types of duties Executive performs as Chairman respect to any of the Board, President and Chief Executive OfficerCompany’s associated companies. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of As used in this Agreement, to the reasonable satisfaction term “Associated Companies” shall mean any company (i) of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week which not less than fifty (and remotely for the remainder 50%) percent of the weekequity is beneficially owned by the Company or (ii) andany subsidiary of such company, except as otherwise provided hereinif any. (b) During the Employment Period, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive Employee shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to substantially all of the benefits, profits or other issue arising from or incident to all work, services his time and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any attention during normal business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated hours and his best efforts and ability to the business of H▇▇▇▇▇the Company, shall faithfully and diligently perform the duties of his employment with the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. (bc) will During the Employment period, the Employee shall not except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company; provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to: (i) serving with the prior written approval of the Company as a director or member of a committee of any organization involving no way conflict of interest with the business of the Company; and (ii) managing his personal investments; provided, that such activities shall not materially interfere with the Employee’s performance of Executive’s his duties to H▇▇▇▇▇hereunder; and (iii) participating in such courses of instruction and rendering such services as shall be consistent with the maintenance of his skills as a medical doctor; and (iv) performance as an Assistant Professor of Clinical Medicine and assistant attending physician at Columbia University and at Presbyterian Hospital, respectively, or the performance of similar services at any similar institutions; and (cv) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, civic and charitable activities. (d) will generally The Employee shall be conducted employed at times the offices of the Company located in Elmwood Park, New Jersey; provided, that the Employee acknowledges and agrees that the proper performance of his duties may make it necessary to spend reasonable periods of time in other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those parts of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesscountry.

Duties. (a) During the Employment Term, the Executive shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman be a member of the Board, . The Executive shall be the senior-most executive officer of the Company and shall have the duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company. In her capacity as President and Chief Executive Officer, the Executive shall use her best energies and abilities in the performance of her duties, services and responsibilities for the Company. In additionperforming such duties, services and responsibilities, the Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall will report directly to the Board. Executive agrees that he will at all times faithfully, industriously and no other Company employee (other than Martha Stewart) shall have a direct reporting relationship to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of Ht▇▇ ▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake. (b) During the Employment Term, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal substantially all of her business time and regular business time, attention, knowledge and skill attention to the business businesses of the Company and interest of H▇▇▇▇▇its subsidiaries and affiliates and shall not engage in any activity inconsistent with the foregoing, and H▇▇▇▇▇ whether or not such activity shall be entitled engaged in for pecuniary profit, unless approved by the Board; provided, however, that, to all the extent such activities do not violate, or substantially interfere with her performance of the benefits, profits or other issue arising from or incident to all workher duties, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇responsibilities under, this Agreement, the Executive shall not directly be permitted to manage her personal, financial and legal affairs and serve on civic or indirectly charitable boards and committees of such boards, it being agreed that the Executive may continue to serve on corporate, civic and charitable boards on which she sits as of the date of this Agreement. During the Employment Term, the Executive's principal location of employment shall be at the Company's executive offices in any capacity engage in any New York City, New York, except for customary business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to travel on behalf of the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, Company and its subsidiaries and affiliates. (c) will not utilize Confidential Information Upon any termination of the Executive's employment with the Company, the Executive shall be deemed to have resigned from all other positions she then holds as an employee or Intellectual Property director or other independent contractor of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, the Company or any supplier of Hudsonits subsidiaries or affiliates, in unless otherwise agreed by the conduct or Company and the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business.

Duties. (a) In his capacity as Executive Vice President of Employer, Executive shall serve perform for Employer the executive, administrative and technical duties customarily associated with such position, as Chairman well as such other duties reasonably consistent therewith as may be reasonably assigned to Executive from time to time by the President or Board of Directors of Employer; provided, however, that the Boardduties assigned shall be of a character and dignity appropriate to a senior executive of a corporation and consistent with Executive's experience, President education and Chief background. (b) Except as otherwise set forth in this paragraph, (i) Executive Officer shall devote his full time and efforts during normal business days and hours to the performance of Hthis Employment 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 business of Employer. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, Steven Baruch, Thomas Viertel and Jeffrey F. Joseph, as modified by certain agreements dated as of Dec▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board▇▇, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇6 ▇▇▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇ ▇artie▇ (▇▇▇ "▇▇▇▇▇. Such duties shall be rendered at H▇ ▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (reement") and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Employment Agreement between Executive shall devote full, normal and regular business time, attention, knowledge and skill Scorpio executed pursuant to the business Option Agreement and interest of H▇▇▇▇▇, (y) Executive may devote such time and H▇▇▇▇▇ shall be entitled efforts to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to winding up the business of H▇▇▇▇▇Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary; so long as, in either case, the devotion of such time and effort does not conflict (without independent committee review) or interfere with Executive's performance of his duties as Executive Vice President of Presidential and in fact Executive does diligently perform his duties as Executive Vice President of Presidential to the satisfaction of the Board of Directors of Employer. During the term of this Employment Agreement, Employer will permit Executive, at no cost to Executive, to utilize his office space to carry on the business of Scorpio to the extent permitted by this paragraph (b) ), provided however that Executive and/or Scorpio will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudsonpay, or any supplier of Hudsonreimburse Employer for, the direct costs for duplicating, telecopying, telephone and other business expenses used by Scorpio in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessa manner reasonably satisfactory to Employer.

Duties. Executive 4.1 The Employee shall serve the Company as Chairman Managing Director, International, or such other role as the Company may reasonably require. The Employee will report to the company CEO. 4.2 During the Appointment the Employee shall: (a) carry out duties on behalf of any other Group Company including, if so required by the Board, President and Chief Executive Officer acting as an officer or consultant of H▇▇▇▇▇ and shall assume any such other duties Group Company; (b) comply with the articles of association (as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman amended from time to time) of any Group Company; (c) when required to do so by the Board, President act as an authorised Company signatory, subject always to prior Board resolution in favour and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if anythe Delegated Authority Matrix, as amended from time to time; (d) not do anything that would cause her to be disqualified from acting as a director; (e) agree to be subject to a DBS/PVG check and all other background screening checks deemed appropriate by the Company, as and when requested; (f) comply with the Code of Conduct of the Company and any Group Company and the anti-corruption and bribery policy and related procedures of the Company and any Group Company; (g) subject to clause 17, unless prevented by Incapacity, devote the whole of her time, attention and abilities to the business of the Company and any Group Company; (h) faithfully and diligently exercise such powers and perform such duties as may from time to time may be assigned to Executive her by H▇▇▇▇▇ the Company together with such person or persons as the Company may appoint to act jointly with her; (i) comply with all reasonable and lawful directions given to her by the Company; (j) promptly make such reports to the CEO in connection with the affairs of the Company on such matters and at such times as are reasonably required; (k) report her own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of any Group Company that is not merely a technical violation or minimal in nature to the Director of Legal Services and/or CEO immediately on becoming aware of it; (l) use her best endeavours to promote, protect, develop and extend the business of the Company; (m) acknowledge that the Company’s core business is the provision of childcare services and always behave and generally conduct herself in a manner consistent with her position and in accordance with the Company’s values whilst performing any of her duties under this agreement or representing the Company in any way; (n) disclose to the Company immediately and on an ongoing basis full details of any criminal convictions, pending charges, bind-overs, reprimands, final warnings or cautions she has have received, any police investigations she has been the subject of, (even if no formal action was taken), or if she or any person that resides in her household has been disqualified from working with children; (o) consent to the Company monitoring and recording any use that she makes of any electronic communications systems the Company has for the purpose of ensuring that any rules the Company has are being complied with and for legitimate business purposes; and (p) comply with any electronic communication systems policy that the Company may issue from time to time. 4.3 Whilst the Company’s rules, policies and procedures do not form a part of this agreement, the Employee agrees to comply with any employment related rules, policies and procedures set out by the Company which are consistent with available from the types of duties Executive performs as Chairman of Human Resources Department and/or “BrightWeb” (including the Board, President Staff Handbook) and Chief Executive Officeraccepts that the Company may amend them at any time. Executive shall report directly to To the Board. Executive agrees extent that he will at all times faithfully, industriously and to there is any conflict between the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreementagreement and the Staff Handbook or any policies or procedures, to the reasonable satisfaction of H▇▇▇▇▇. Such duties this agreement shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lakeprevail. 4.4 All documents, New Jersey for at least three days per week (manuals, hardware and remotely software provided for the remainder use of the week) and, except as otherwise provided herein, at such other place or places within or without Employee by the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇Company, and H▇▇▇▇▇ shall be entitled to all any data or documents (including copies) produced, maintained or stored on the computer systems of the benefits, profits Company or other issue arising from or incident to all workelectronic equipment (including mobile phones), services and advice remain the property of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. Executive shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive LaSalle agrees to assume take such other title or titles or subsidiary appointments, if any, action with respect to the Account as shall from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly specified in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided writing purportedly from the Trustee. The Customer and the Trustee agree that such other business (a) is unrelated LaSalle has no duty to monitor the business of H▇▇▇▇▇funds or other property in the Account, including the value thereof; (b) will the Trustee may at any time make withdrawals from the Account and take any and all actions with respect to the Account, and LaSalle is hereby authorized to honor any Instructions with respect to the Account which purport to be from the Trustee (in no way interfere with each case without notifying or obtaining the performance consent of Executive’s duties to H▇▇▇▇▇, the Customer); (c) will notwithstanding anything contained herein to the contrary, the Customer may not utilize Confidential Information or Intellectual Property close the Account, without the prior written consent of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, the Trustee; (d) will generally LaSalle may, without further inquiry, rely on and act in accordance with any Instructions it receives from (or which purport to be conducted at times other than when Executive is required to work for Hudsonfrom) the Trustee, notwithstanding any conflicting or contrary instructions it may receive from the Customer, and at places LaSalle shall have no liability to the Trustee, the Customer or any other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, person in relying on and acting in accordance with any such Instructions from the Trustee; (e) will not involve H▇▇▇▇▇LaSalle shall have no responsibility to inquire as to the form, other executives execution, sufficiency or validity of Hudsonany notice or Instructions delivered to it hereunder, any client nor to inquire as to the identity, authority or rights of Hudson, the person or any supplier persons executing or delivering the same; (f) LaSalle shall have a reasonable period of Hudson, time within which to act in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive accordance with any notice or Instructions from the Trustee with respect to the Account; and (g) except as specifically set forth herein, LaSalle shall not be subject to or bound by the terms of H▇▇▇▇▇’▇ business, or that are for any other personagreement between the Customer and the Trustee, corporation whether or other entity that is engaged in any business competitive with or in not LaSalle has been advised of the same business as any existence of H▇▇▇▇▇’▇ businessthe same.

Duties. 3.1 The Executive shall serve perform such duties and, exercise such powers as Chairman may from time to time be assigned to or vested in him by or under the authority of the Board and shall in all respects comply with all reasonable and lawful directions and restrictions made by or under the authority of the Board. The Executive may be required in pursuance of his Employment to be engaged not only on work on behalf of the Company but also on work on behalf of any Associated Company for the time being and at such place or places as may be required and may at any time be required to cease performing or exercising any duty or power for such period(s) and on such terms as the Board considers expedient. 3.2 During the Employment, President the Executive shall well, faithfully and Chief Executive Officer of H▇▇▇▇▇ diligently serve the Company and use his utmost endeavours to maintain, extend, develop and promote its interests, and shall assume (subject to holidays as hereinafter provided unless prevented by ill-health) devote the whole of his time, attention and abilities during normal business hours (which are 9:00 am to 5:30 p.m. Monday to Friday) to its affairs provided that he shall also attend to the business of the Company during such other hours as may reasonably be required for the proper discharge of his duties hereunder. The Executive shall not be entitled to receive any additional remuneration for such other hours of work. 3.3 The Executive agrees to opt out of regulation 4(1) of the Working Time Regulations 1998 which has the effect of limiting his average working week (calculated in accordance with the Regulations) to a maximum of 48 hours. Should either the Company or the Executive wish to terminate this opt-out, then they may do so by giving the other not less than four weeks' written notice. 3.4 The Executive shall at all times perform his duties with proper skill and care. 3.5 The Executive shall not at any time during his Employment hereunder engage in any activity which does, or is likely to, detract from the proper performance of his duties hereunder nor (except in the course of his duties or with the written permission of the Board) render any services to nor have any direct or indirect financial interest in any business entity which is, in part or whole, in a similar field to the Company or any Associated Company, or is a client of the Company or any Associated Company provided that nothing contained in this Clause shall preclude the Executive from holding any shares or other securities (not exceeding three per cent of the shares or securities of the class concerned for the time being in issue) in any company whose shares are listed or dealt in on a recognised stock exchange. 3.6 The Executive shall at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business' finances or affairs of the Company. He shall provide such explanations and supply all information in his possession as the Board may assign as are consistent require in connection with and appropriate for Executive’s positions as Chairman such conduct of the Boardbusiness, President finances or affairs of the Company. 3.7 The Executive shall comply with all the Company's rules, regulations and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as policies from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessforce.

Duties. Executive The Employee shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company and, subject to the Company’s Certificate of Incorporation and By-Laws, Employee shall assume have supervision and control over, and executive responsibility for, the day to day business operations of the Company and its subsidiaries. Employee shall have such other duties as customarily performed by the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume Officer and also have such other title or titles or subsidiary appointmentspowers and duties as may be, if any, as from time to time may time, prescribed by the Company’s Board of Directors (the “Board”), provided that the nature of Employee’s powers and duties so prescribed shall not be assigned to Executive by H▇▇▇▇▇ which are consistent inconsistent with the types of Employee’s position and duties Executive performs as Chairman of the Board, President and Chief Executive Officerhereunder. Executive Employee shall report directly and exclusively to the Board. Executive agrees that he Board and no other executive officer will at all times faithfully, industriously and to be appointed with authority over the best of his ability, experience and talents, perform all business operations of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇Company or its subsidiaries. Such Employee’s duties shall be rendered performed from an office within the City of Tucson, or within no more than fifteen (15) miles from the city limits thereof. Initially, the Employee shall establish and maintain, at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, his expense except as otherwise provided herein, an office at such other place or places his home, but the Company shall open and establish an office within or without the State of New Jersey aforesaid geographic area as H▇▇▇▇▇ shall in good faith require or soon as the interest, needs, business, or opportunities finances of Hudson shall requirethe Company permit. Executive The Employee shall devote full, normal and regular business time, attention, knowledge and skill his best efforts to the business and interest affairs of H▇▇▇▇▇the Company and, during the Term (as defined in Section 2.1 of this Agreement) and H▇▇▇▇▇ thereafter to the extent provided in Article III, shall observe at all times the covenants regarding non-competition and confidentiality provided in Article III hereof. The Company and Employee acknowledge and agree that, notwithstanding the aforesaid covenants regarding non-competition and confidentiality and any other provision herein, Employee shall be entitled permitted to all (i) serve on corporate, civic or charitable boards or committees, (ii) manage passive personal investments and (iii) pursue the development of the benefits, profits other products or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall at his own expense which do not compete directly or indirectly in with the Company’s products and services so long as any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will such activities do not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way unduly interfere with the performance of ExecutiveEmployee’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property responsibilities as an employee of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, the Company in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive accordance with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Agreement.

Duties. Executive shall serve 2.1 The Employee is employed as Chairman of the Board, President and Chief Credit Officer of the Bank, subject to the direction of the Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of Directors of the BoardBank or its designee(s). The Employee shall perform and discharge well and faithfully the authority, President duties and Chief Executive Officer. In addition, Executive agrees responsibilities which may be assigned to assume such other title or titles or subsidiary appointments, if any, as the Employee from time to time may be by the Board of Directors of the Bank in connection with the conduct of the Business of the Bank; provided, however, that, in making its assignments, the Board of Directors of the Bank shall assign only such authority, duties and responsibilities assigned to Executive by H▇▇▇▇▇ which are the Employee from time to time as are, in the aggregate, consistent with the types of duties Executive performs and responsibilities as Chairman of would be customarily assigned to a person occupying the Board, President and Chief Executive Officer. Executive shall report directly to positions held by the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him Employee pursuant to the express and implicit terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto. 2.2 In addition to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lakeand responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof and as set forth on Exhibit A attached hereto, New Jersey for at least three days per week the Employee shall: (and remotely for the remainder a) devote substantially all of the weekEmployee’s time, energy and skill during regular business hours to the performance of the duties of the Employee’s employment (reasonable vacations and 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 Employee by the Chief Executive Officer and the Board of Directors of the Bank, which are consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors of the Bank, except all reports and accounting as otherwise provided herein, at such other place or places within or without may be requested of the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive Employee. 2.3 The Employee shall devote full, normal and regular the Employee’s entire business time, attention, knowledge attention and skill energies to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all Business of the benefitsBank 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, profits whether or not such activity is pursued for gain, profit or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive pecuniary advantage; but this shall not directly be construed as preventing the Employee from: (a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Bank and which will not require any services on the part of the Employee in their operation or indirectly affairs and in which the Employee’s participation is solely that of an investor; (b) purchasing securities or other interests in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld entity provided that 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 Bank; (c) serving on the board of directors of other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way organizations so long as such service does not materially interfere with the performance of Executivethe Employee’s duties to H▇▇▇▇▇, (c) will under this Agreement and are not utilize Confidential Information or Intellectual Property in competition with the Business of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, the Bank; and (d) will generally be conducted at times other than when Executive is required participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of the Bank approves of such activities prior to work for Hudsonthe Employee’s engaging in them. Notwithstanding anything to the contrary in this Section 2.3, the Employee may serve as a principal of Bankers’ Capital Group, LLC. For the avoidance of doubt, Bankers’ Capital Group, LLC also serves as a general partner of Sagus Partners, LLC and at places other than H▇▇▇▇▇’▇ business locations or those intends to do so following the date of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Agreement.

Duties. The Executive shall serve as Chairman be responsible for the supervision, control and conduct of all the business and affairs of the BoardCompany and shall have such additional duties and any additional responsibilities as are normally assigned to a Chief Financial Officer, Vice President and Secretary which may from time to time be reasonably designated by the Board of Directors of the Company (the "Board"), provided that in no event shall the scope of his duties and the extent of his responsibilities be substantially different from the duties and responsibilities usually associated with those positions in a publicly-held corporation similar in size and function to the Company. The Executive agrees that he will conduct all investigations, make all inquiries, provide all services and execute all reports, certifications and/or attestation required of him in his capacity as the Chief Executive Financial Officer of Hthe Company and the "Principal Financial Officer" of the Company (as defined under the rules and regulations of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the related rules and regulations promulgated by the Securities and Exchange Commission and the rules and regulations of the New York Stock Exchange. At all times, the Executive shall assume such other duties as be subject to the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman direction of the Board. During the period the Executive is employed by the Company (the "Employment Period"), President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal his full business time and regular business time, attention, knowledge and skill best efforts to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefitsCompany and its subsidiaries, profits except for any business activities rendered by the Executive in connection with the partnerships listed on Schedule A. The Executive will not be prevented from (i) engaging in any civic or charitable activity for which the Executive receives no compensation or other issue arising from or incident to all workpecuniary advantage; (ii) investing his personal assets in businesses which do not compete with the Company, provided that such investment will not require any services and advice on the part of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in the operation of the affairs of the businesses in which investments are made which would unreasonably interfere with his obligations hereunder; (iii) purchasing securities in any capacity corporation whose securities are publicly traded, provided that such purchases will not result in the Executive owning beneficially at any time five percent (5%) or more of the equity securities of any corporation engaged in a business competitive with that of the Company; (iv) serving as a director of any corporation that does not engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to competitive with the then current business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business Company as any of H▇▇▇▇▇’▇ businessits subsidiaries (as defined in Section 7 hereof); or (v) participating in any other activity approved in advance in writing by the Board.

Duties. Executive shall serve as Chairman During the Term of your employment with the Company, and subject to the direction and control of the BoardBoard and the CEO, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive you shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously CEO and to the best of his ability, experience and talentsshall exercise such authority, perform all of the such executive duties that and functions and discharge such responsibilities as are reasonably associated with your executive position or as may be required reasonably assigned or delegated to you from time to time by the Board or CEO, consistent with your position. In general, Employee shall have responsibility for (a) assisting the Board and the CEO in formulation and implementation of appropriate strategies and policies; (b) assisting the Board and the CEO in the negotiation and review of any strategic transactions that Company may undertake, including joint ventures, mergers and acquisitions, financing transactions; and (c) such other responsibilities and duties customarily performed by the chief strategy officer of publicly traded companies in the same industry as the Board or the CEO may from him pursuant time to time direct. During the express and implicit terms term of this Agreement, you agree to devote substantially all of your business time and attention to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder affairs of the week) Company and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇extent necessary to discharge the responsibilities assigned hereunder, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly use your best efforts in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s your duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement, you may, so long as it does not materially interfere with your duties hereunder: (i) subject to H▇▇▇▇▇Section 7 hereof and the terms of the Assignment and Confidentiality Agreement (defined below), serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (cii) will not utilize Confidential Information deliver lectures or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customersotherwise participate in speaking engagements, and (eiii) will not involve H▇▇▇▇▇manage your personal investments and affairs. Employee shall undertake regular travel to the Company’s executive and operational offices, and such other executives occasional travel within or outside the United States as is or may be reasonably necessary in the interests of Hudsonthe Company. All such travel shall be at the sole cost and expense of the Company, any client of Hudsonand all airplane travel shall be first or business class, or any supplier of Hudsonotherwise fully reimbursed at cost, to the extent that such reimbursements do not exceed the approximate equivalent published fare for first or business class. Other expenses shall be reimbursed in accordance with the conduct or the financing of ExecutiveCompany’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are policies for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessexecutive travel.

Duties. 3.1 The Executive shall serve as Chairman shall:- (a) devote the whole of the Board, President Executive's time attention ability expertise skills and Chief Executive Officer ingenuity to the business of H▇▇▇▇▇ the Company or (if required by the Board from time to time) to the business of any of its Associated Companies both during normal business hours and shall assume during such other times and hours as may be necessary or customary according to the duties then being undertaken by the Executive and at such place or places throughout the World as the Board may assign as are reasonably specify from time to time, (b) use the Executive's best endeavours to maintain protect promote and extend the business interests reputation and welfare of the Group; and (c) faithfully and diligently perform such duties (consistent with and appropriate for Executive’s positions as Chairman the position of the Board, President Executive) and Chief Executive Officer. In addition, Executive agrees to assume exercise such other title or titles or subsidiary appointments, if any, powers as may from time to time may be properly assigned to or vested in the Executive by H▇▇▇▇▇ which are consistent the Board and shall conform with the types reasonable financial professional ethical and other policies and directions of the Board from time to time. 3.2 The Board may at any time require the Executive to cease temporarily or otherwise from performing and exercising such duties or powers or any of them and during the period of any notice given pursuant to Clause 2.1 the Company shall be entitled at any time or times to require the Executive performs to cease to attend at the premises of the Company or any of its Associated Companies in each case to such extent and for so long as Chairman the Board may from time to time determine provided that:- (a) the Executive shall nevertheless remain available to perform any such duties and/or to exercise any such powers authorities and discretions if and when called upon so to do by the Board; and (b) subject as provided in this Clause 3.2 the remaining provisions of this Agreement shall continue to remain in full force and effect. 3.3 During the course of the Appointment the Executive shall not (without the prior consent in writing of the Board, President ) whether alone or jointly with others and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may whether as principal partner manager employee contractor consultant adviser shareholder or agent (or otherwise howsoever) be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place engaged concerned or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not interested whether directly or indirectly in any capacity engage in any business whatsoever other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided the businesses of the Group save that such other business the Executive may notwithstanding the foregoing: (a) is unrelated be interested in any securities which are for the time being listed on The London Stock Exchange or for which permission has been granted for dealings to take place on the business Unlisted Securities Market or any Alternative Investment Market regulated and operated by The London Stock Exchange provided that the nominal value of H▇▇▇▇▇, the holdings of such securities in which the Executive shall be so interested shall not at any time exceed 5 % of the nominal value of the securities concerned for the time being in issue; (b) will (if the Board shall in no way its absolute discretion so agree in writing) be concerned or take an interest in or assume responsibilities to (in any capacity whatsoever including without limitation to the generality of the foregoing as a director, officer, servant, agent, consultant, arbitrator, inspector, expert or expert witness) any company (which is not a member of the Group), person, firm, association, society, statutory or professional body (whether incorporated or otherwise) Provided always that: (i) the business or activity of such company, person, firm, association, society, statutory or professional body is not in conflict and does not compete and is not likely to compete with business of the Company or any of its Associated Companies; (ii) the Executive's interest in and responsibilities towards such company, person, firm, association, society, statutory or professional body do not interfere with the proper performance by the Executive of Executive’s his duties to H▇▇▇▇▇under this Agreement; and (iii) unless otherwise agreed by the Board in its absolute discretion in writing the Executive shall instruct such company, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation firm, association, society, statutory or professional body to ensure all payments, commissions, benefits or other entity that is engaged in any business competitive with remuneration due to the Executive are made direct to the Company failing which the Executive shall account to the Company for all payments, commissions, benefits or in the same business as any of H▇▇▇▇▇’▇ businessother remuneration received directly or indirectly from such company, person, firm, association, society, statutory or professional body.

Duties. Executive Employee shall serve as Chairman President of the BoardCompany, Senior Vice President - Financial Solutions of EPS, and Chief Executive Officer President - Financial Solutions of H▇▇▇▇▇ and shall assume such other duties as Enterprise Profit Solutions Corporation, the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman wholly owned operating subsidiary of the Board, President and Chief Executive OfficerEPS ("ENTERPRISE"). In additionthose capacities, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive Employee shall report directly to the Board. Chief Executive agrees Officer of EPS and be responsible for the duties and functions listed on Schedule 2 and shall perform such related duties and services as the board of directors and/or Chief Executive Officer of EPS may from time to time assign, either directly or by delegated authority, provided however, that he Employee's responsibility and authority within the Company will at all times faithfully, industriously not be materially diminished without Employee's consent as long as shares of restricted stock purchased by Employee pursuant to that certain Restricted Stock Purchase Agreement of even date herewith between Employee and EPS the form of which is attached hereto as Exhibit A (the "RESTRICTED STOCK PURCHASE AGREEMENT") are subject to Restrictions (as defined in the best of his ability, experience and talents, perform all Restricted Stock Purchase Agreement) based upon the performance of the Company and its subsidiaries (the "RESTRICTED PERIOD"). Except as set forth herein, Employee's position and duties that may be required of changed at any time and from him pursuant time to time by the express and implicit terms board of this Agreement, to the reasonable satisfaction directors or Chief Executive Officer of H▇▇▇▇▇EPS. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without as the State of New Jersey as H▇▇▇▇▇ Company shall in good faith require or as based upon the interest, needsneed, business, or business and/or opportunities of Hudson shall require. Executive shall devote fullthe Company, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇Enterprise, and H▇▇▇▇▇ shall be entitled to all of EPS, provided however, that the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive place at which Employee renders such duties shall not directly or indirectly in any capacity engage in any business other be relocated more than H▇▇▇▇▇’▇ business twenty-five (25) miles from the location of such place on the date hereof without H▇▇▇▇▇’▇ prior written Employee's consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business.

Duties. (1) The Executive shall serve as Chairman use his best endeavours to promote and protect the interests of the Board, President and Chief Executive Officer of H▇▇▇▇▇ Group and shall assume not do anything which is harmful to those interests. (2) The Executive shall diligently and faithfully perform such other duties and exercise such powers as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with or vested in him in relation to the types of duties Executive performs as Chairman conduct and management of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all affairs of the duties that Group by the CEO. The CEO may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder also suspend all or any of the week) and, except Executive's duties and powers for such periods and on such terms as otherwise provided herein, at such other place or places within or without he considers expedient (including a term that the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not attend at the Company's premises). (3) The Executive shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all proper instructions of the CEO. (4) The Executive shall have the power and the authority to act in accordance with the instructions of and within the limits prescribed by the CEO. (5) The Executive shall comply with all codes of conduct from time to time adopted by the Company and with all applicable rules and regulations of the London Stock Exchange including (without limitation) the model code on directors' dealings in securities. (6) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO) devote the whole of his time during normal business hours to the duties of the Employment and such additional time as is necessary for the proper fulfilment of those duties. (7) The Executive's salary shall be inclusive of any fees receivable by him as a director of any Group Company and if the Executive receives any such fees in addition to his salary he shall pay them to the Company. (8) The Executive shall not accept any appointment to any office in relation to any body whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any capacity engage manner in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognized Investment Exchange and if the Executive (together with his spouse, children, parents and parents issue) neither holds nor is unrelated to beneficially interested in more than five per cent. of the business securities of H▇▇▇▇▇, that class; or (b) will in no way interfere with the performance consent in writing of Executive’s duties the Company which may be given subject to H▇▇▇▇▇, (c) will not utilize Confidential Information any terms or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in conditions which the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany requires.

Duties. Executive During the Term (as defined below), Employee shall serve be employed as Chairman Chief Operating Officer of Employer. Employee shall report to the Board, President and Chief Executive Officer of HEmployer. 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 Board of Directors of the Employer (the “Board”) 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 of policies, procedures and instructions of the Company including, but not limited to, the provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and best efforts to the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as Chief Operating Officer of Employer. Employee will not, during the 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 Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Employer’s employees, including policies relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and shall assume such other duties as reporting obligations intended to comply with the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman Securities Exchange Act of the Board, President and Chief Executive Officer1933. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by HAMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business.

Duties. Executive 3.1 The Employee shall serve perform such duties as Chairman are typically assigned to >Ɣ[S@toicus Note: Please insert the designation of the BoardEmployee], President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees be assigned to assume such other title or titles or subsidiary appointments, if any, as him / her from time to time by the Company. The Employee shall, at all times, during the Employment Term, faithfully and diligently promote and protect the Business and interests of the Company and its Affiliates, subsidiaries, representatives, officers, employees or any other Persons related to it. 3.2 During the Employment Term, the Employee shall be governed by the service rules, regulations, policies and procedures of the Company in force, or as may be introduced or DPHQGHG IURP CWomLpaPnyHP olWiciRes´ ▇ ▇ P7HK H ³&RPSDQint\er al3ia ROLFLH SURYLGH WKH SROLFLHV DQG UXOHV UHJDUGLQJ WK code of conduct, and / or other matters. Further, the Employee shall, during the Employment Term, perform his / her duties with utmost honesty, diligence, orderliness, obedience and faithfulness to promote and protect the Business and interests of the Company. 3.3 The Employee shall devote his / her time and efforts with utmost sincerity for the performance of the duties and responsibilities as may be assigned to Executive him / her by H▇▇▇▇▇ which are consistent with the types Company from time to time, and the Employee acknowledges that the nature of duties Executive performs as Chairman work and the environment at the Company requires flexibility on part of the BoardEmployee, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully/ she shall undertake and perform additional duties from time to time. Further, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive Employee shall not directly or indirectly in any capacity simultaneously engage in any business other gainful or commercial activity (other than H▇▇▇▇▇’▇ normally acceptable personal investment activity), business without H▇▇▇▇▇’▇ prior written consentor professional activity, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇whether on a part-time or full-time basis, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information directly or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudsonindirectly, or any supplier of Hudson, in whether during or outside office hours or within or outside the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessoffice premises.

Duties. Executive During the Employment Period, Employee shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇ and as the President and Chief Executive Officer of LLC. Employee shall (x) have general responsibility for implementation of the policies of the Employers, as determined by the Board, and for the management of the business and affairs of the Employers; (y) in general, supervise and control all of the business and affairs of the Employers; and (z) perform those services as set from time to time by the Board or other governing body of the Employers or a committee thereof, commensurate with Employee’s positions, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the best interests of the shareholders of either Employer. Employee shall report directly to the Board and Employee’s principal place of employment shall be ▇▇▇ ▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board▇▇▇▇▇▇, President and Chief Executive Officer. In addition▇▇▇ ▇▇▇▇, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇ ▇▇▇▇▇ which are consistent with (the types of duties Executive performs as Chairman “Principal Location”). In furtherance of the Boardforegoing, President Employee shall have the primary right and Chief Executive Officer. Executive shall report directly responsibility for providing the Board or other governing body of the Employers with recommendations as to the BoardEmployers’ policies and business strategies and their implementation, including, without limitation, those relating to ▇▇▇▇’ real estate assets. Executive During the Employment Period, Employee agrees that he will at all times faithfully, industriously to perform his duties hereunder faithfully and to the best of his abilityability and to devote his full professional working time, experience attention and talents, perform all energies to the transaction of the duties that may be required of and from him pursuant Employers’ business, in each case subject to the express and implicit terms hereof. During the Employment Period, Employee shall not be employed or otherwise engaged in any other business or enterprise without the written consent of this Agreementthe Employers. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8 and 9, nothing contained herein shall preclude Employee from (i) serving on the boards of a reasonable satisfaction number of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (other trade associations and/or civic or charitable organizations and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall businesses which do not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to compete with the business of H▇▇▇▇▇the Employers, (bii) will engaging in no way charitable activities and community affairs, (iii) managing his personal and family investments and affairs, or (iv) writing and selling works of fiction and non-fiction (to the extent that such works do not disclose Confidential Information (as defined below)), in each case as long as such activities do not materially interfere with the performance discharge of Executive’s his duties and responsibilities under this Section 1(b). Employee shall continue to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property serve as a member of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessBoard.

Duties. (a) The Company does hereby hire, engage, and employ Executive shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall assume serve the Company in such other position in conformity with the provisions of this Agreement, directives of the Boards of Directors of the Company (the "Boards"), and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall have duties as the Board may assign as are and authority consistent with and appropriate for Executive’s positions 's position as Chairman of the Board, President and Chief Executive Officer. In additionSubject to policy direction from the Boards, Executive agrees to assume such other title or titles or subsidiary appointmentsshall have full authority over all operational, if anyfinancial, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with administrative, and planning matters for the types of duties Executive performs as Chairman of the Board, President and Chief Executive OfficerCompany. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all serve as a member of the duties that may be required Boards and as a member of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder all committees of the week) andBoards, except as otherwise provided hereinthe Audit Committee and the Compensation Committee, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require(if any). Executive shall participate in all meetings of the Boards and other committees, and as an ex officio member of the Audit Committee and the Compensation Committee, (if any). (b) Throughout the Period of Employment, Executive shall devote full, normal and regular business his time, attentionenergy, knowledge and skill to the business performance of his duties for the Company, vacations and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇leave authorized under this Agreement excepted. Executive agrees that while Executive is employed by H▇▇▇▇▇The foregoing notwithstanding, Executive shall be permitted to (i) engage in charitable and community affairs, (ii) act as a director of any corporations or organizations outside the Company, not directly or indirectly to exceed five (5) in number, and receive compensation therefor, and (iii) to make investments of any capacity engage character in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will or businesses and to manage such investments (but not be unreasonably withheld provided involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activities do not materially interfere with the performance of Executive’s 's duties to H▇▇▇▇▇, hereunder. (c) will not utilize Confidential Information During the Period of Employment, Executive shall be allowed to retain and maintain top level administrative support for his activities and shall be provided by the Company with all equipment appropriate to outfit office, home, and automobile as are reasonably necessary or Intellectual Property appropriate for the performance of H▇▇▇▇▇ or Executive's duties hereunder and consistent with his position as the President and Chief Executive Officer of any client of H▇▇▇▇▇the Company, including, as applicable, fax machine, computer, printer, scanner, cellular telephones, laptop computer, and similar equipment, and Executive shall be entitled to reimbursement for all reasonable expenses incurred in connection therewith. (d) will generally be conducted at times 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 than when agreement or policy to which Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations a party or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessotherwise bound.

Duties. During the Employment the Executive shall serve as Chairman will: 4.1 faithfully and diligently perform such duties within the scope of the Board, Executive’s normal duties as President and CEO of Travelport GDS and exercise such powers (not only for the Company but also any other Group Company) as may be assigned to or vested in him from time to time by the Line Manager and will use his best endeavours to promote the interests of the Company, subject to the terms of clause 3.1; 4.2 give to the Line Manager or such persons as he from time to time nominates such information regarding the affairs of the Company as the Line Manager may require and at all times conform to the reasonable and lawful directions of the Line Manager; 4.3 devote such portion of his working time, attention and skills to the business and affairs of the Company (or such other Group Company, if any (other than with respect to Travelport plc, with whom the Executive’s relationship is documented in a separate service agreement), to which the Executive may from time to time with his consent be seconded, subject to clause 3.1) as necessary to perform the duties set forth in clause 4.1, it being understood that the Executive is also employed by Travelport plc as Deputy Chief Executive Officer pursuant to a service agreement with Travelport plc dated 15 March 2010,and will not, save as a representative of Hthe Company or with the consent of the Line Manager, be directly or indirectly engaged or concerned in the conduct of any other business whether or not competing in any respect with the business from time to time of the Company nor hold any other office or employment (whether paid or unpaid) nor will the Executive be directly or indirectly interested in any such business save through his holding, or being interested in, less than 3 per cent of the issued securities of any class of any listed company; 4.4 without prejudice to the generality of clause 4.3, conform to normal hours of work which are 9.00am to 5.00pm United Kingdom time, Monday to Friday inclusive and without additional payment to such other hours of work as may from time to time reasonably be required of him for the proper performance of his duties under this agreement. The Executive’s normal hours of work will be both within and outside of these normal core hours of business and will be set according to the business needs of the Company and the Executive’s availability due to the separate business needs of Travelport plc. The seniority of this position exempts the Executive from the maximum working week of 48 hours over a 17 week reference period as specified in the Working Time Regulations. Other stipulations of the aforementioned Regulations apply; 4.5 be located at Galileo House, Axis Park, ▇▇ ▇▇▇▇▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, Berks SL3 8US and H▇▇▇▇▇ shall travel to such other offices or places as from time to time directed by the Line Manager but the Executive will not normally be entitled obliged, except for visits of up to 7 consecutive days (in the ordinary course of his duties) to work or to reside outside the United Kingdom. Any special provisions relating to employment outside the United Kingdom for a period of one month or more will be mutually agreed with the Executive separately and reasonable terms and conditions for such a move agreed in good faith and with as much notice as reasonably possible. 4.6 if the Company deems it necessary for the Executive to undergo at the Company’s expense any medical examinations or tests, the Executive will be required to undergo such examinations with a Registered Medical Practitioner who will make recommendations to the Line Manager and retain the medical report; 4.7 at all times consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the benefitsCompany might be improved; 4.8 without prejudice to the Executive’s statutory obligations in relation to share dealings and his share holdings, profits or other issue arising from or incident to all work, services comply with the terms of the Model Code of the London Stock Exchange Limited and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that with such other business code of practice as the Company (aor its Holding Company) is unrelated may from time to time adopt and impose upon employees whether in respect of dealings in shares of the business of H▇▇▇▇▇, Company (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, other Group Company) or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business.

Duties. Executive shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive You shall report directly to the BoardEmployer’s Chief Executive Officer (or such other executive of the Activision Blizzard Group as may be determined from time to time by it in its sole and absolute discretion) and shall have such duties commensurate with your position as may be assigned to you from time to time by the Employer’s Chief Executive Officer (or, as applicable, such other executive designated by the Employer). You are also required to read, review and observe all of the Activision Blizzard Group’s policies, procedures, rules and regulations in effect from time to time during the Term that apply to employees of the Employer, including, without limitation, the Code of Conduct, as amended from time to time. You shall devote your full‑time working time to the performance of your duties hereunder, shall faithfully serve the Employer, shall in all respects conform to and comply with the lawful directions and instructions given to you by the Employer’s Chief Executive agrees that he will Officer (or such other executive of the Activision Blizzard Group as may be determined from time to time by the Employer in its sole and absolute discretion) and shall use your best efforts to promote and serve the interests of the Activision Blizzard Group. Further, you shall at all times faithfullyplace the Employer’s interests above your own, industriously not take any actions that would conflict with the Employer’s interests and to the best of his ability, experience and talents, shall perform all your duties for the Employer with the highest duty of care. Further, you shall not, directly or indirectly, render services of any kind to any other person or organization, whether on your own behalf or on behalf of others, without the consent of the Employer’s Chief Executive Officer or otherwise engage in activities that would interfere with your faithful and diligent performance of your duties hereunder; provided, however, that you may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place serve on civic or places within charitable boards or engage in charitable activities without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, businessremuneration if doing so is not inconsistent with, or opportunities of Hudson shall require. Executive shall devote fulladverse to, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessyour employment hereunder.

Duties. Executive shall serve From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee and the Employee agrees to be employed by the Company, as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ 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 assume such other duties as take direction from the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of Directors of the Board, Company. The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President and or the position of Chief Executive Officer. In additionDuring the Term of this Employment Agreement (as defined in Section 2 below), Executive the Employee agrees to assume such other title or titles or subsidiary appointments, if any, as from devote substantially all of his working time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent the position he holds with the types of duties Executive performs as Chairman of the Board, President Company and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously industriously, and to the best of his ability, experience and talentstalent, perform all the duties which are assigned to him. The Employee shall observe and abide by the reasonable corporate policies and decisions of the duties that may be required of Company in all business matters. The Employee represents and from him pursuant warrants to the express Company that Exhibit A attached hereto sets forth a true and implicit terms complete list of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to all offices, directorships and other positions held by the business of H▇▇▇▇▇, Employee in corporations and firms other than the Company and its subsidiaries and (b) 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 their class and real estate). The Employee will in no way interfere with promptly notify the performance Board of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property Directors of H▇▇▇▇▇ or the Company of any client additional positions undertaken or investments made by the Employee during the Term of H▇▇▇▇▇this Employment Agreement if they are of a type which, (d) will generally 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 conducted at times other than when Executive is required deemed to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those be a breach of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Employment Agreement.

Duties. Executive shall During the Employment Period, Employee agrees to serve exclusively as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ Clinical Studies, Ltd., a wholly-owned subsidiary of the Company ("Clinical Studies"). Employee shall exercise such powers and shall assume comply with and perform such other directions and duties as in relation to the Board may assign business and affairs of the Company as are consistent with customarily and appropriate for Executive’s positions as Chairman of ordinarily exercised and performed by the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, Officer of similar entities and as may from time to time may be assigned to Executive vested in or requested by H▇▇▇▇▇ which are consistent with the types Board of duties Executive performs as Chairman Directors of the BoardCompany, President and Chief Executive Officershall use his best efforts to improve and expand the business of the Company and its Affiliates. Executive shall report directly Notwithstanding any other term or provision to the Boardcontrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Executive agrees that he will Employee shall at all times faithfullyreport to, industriously and his activities shall at all times be subject to the best direction and control of, the Board of his ability, experience and talents, perform all Directors of the duties that may be required Company as well as the Chief Executive Officer of the Company which officer shall act as the immediate supervisor of Employee. Employee shall have general supervisory control over and from him pursuant responsibility for the general management of the Company's wholly-owned subsidiary Clinical Studies, Ltd. ("CSL") subject in all instances to the express written policy guidelines concerning operations and implicit terms capital expenditures promulgated and/or approved from time to time by the Board of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder Directors of the week) and, except as otherwise provided herein, at such other place Company or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall requireits Executive Committee. Executive shall Employee agrees to devote full, normal and regular his entire business time, attention, knowledge energy and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all service of the benefitsCompany and its Affiliates and shall perform his duties in a good faith, profits or trustworthy and businesslike manner, in compliance with the laws of the United States of America and all other issue arising from or incident to political subdivisions, all work, services for the purpose of advancing the interests of the Company and advice of Executive performed for H▇▇▇▇▇its Affiliates. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive Employee shall not directly or indirectly in any capacity at no time engage in any other business activity whether or not such activity is pursued for gain, profit or other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentpecuniary advantage. Notwithstanding the foregoing, provided the same shall not interfere with the performance by Employee of his duties under this Agreement and shall not violate the terms and provisions of any other provision of this Agreement (including, but not limited to, Section 15 of this Agreement), Employee may invest his personal assets in businesses where the form or manner of such investment will not require services on the part of Employee and in which his participation is solely that of a passive investor and/or serve on the board of directors or as an officer of, or as a volunteer for, charitable, civic or community organizations; provided that Employee may serve as a member of the board of directors of a for profit organization upon the consent of the Company's Board of Directors which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesswithheld.

Duties. Executive shall serve as Chairman The business and affairs of the BoardPartnership shall be managed and controlled by the Executive Committee.Without limitation, President its duties shall include: (a) Appointment of a Managing Partner and Chief Executive Officer any Assistant Managing Partners: (b) Employment and discharge of H▇▇▇▇▇ all associates and other personnel except Partners and Senior Counsels and except that the employment of Counsel shall assume be only as provided in Section 2.02 hereof; and determination of the salaries, bonuses and other benefits and terms of employment and duties of such Counsel, associates and other personnel; (c) Resolving any issues relating to the assignment of work among the Partners. and the assignment and reassignment of lawyers to teams. sections or offices of the Partnership, after prior consultation with the administrative head of each team, section or office and the Partners affected by such action; (d) Appointment of standing and special committees of the Partners (which may include other persons) and determination of the duties thereof; (e) Deciding upon acceptance or continuance of any professional employment where any Partner entertains doubt as to the Board may assign desirability or propriety of accepting or continuing the employment; (f) Deciding upon the amount to be charged any client by the Partnership for services rendered or to be rendered in cases where the Partner in charge has doubt as to a reasonable or proper charge for the services or where a difference of view arises with the client; (g) Reconciling differences of legal opinion among the Partners to assure, so far as practicable, that the opinions given clients by the Partnership are consistent with and appropriate for Executive’s positions as Chairman reflect the best collective judgment of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Partners; (h) Recommending from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types admission of duties Executive performs Partners, and their designation as Chairman Salaried or Participating, and the designation of the BoardCounsel, President and Chief Executive Officer. Executive shall report directly subject to the Board. Executive agrees that he will at all times faithfullyvote or assent required by Section 3.02 or Section 2.02, industriously and respectively, but this provision shall not limit the right of any Partner 10 nominate any person for admission as a Partner or designation as Counsel: (i) Establishing annually, as close as practicable to the best beginning of his abilityeach fiscal year, experience the Distributive Share to be awarded to each Participating Partner and talents, perform all of the duties that may salary to be required of paid to each Salaried Partner and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey Counsel for at least three days per week (and remotely for the remainder of the week) such fiscal year and, except as otherwise provided hereinat other times, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits any bonus or other issue arising from compensation to be paid to any Partner or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, Counsel: and (ej) will not involve H▇▇▇▇▇, Performing other executives duties imposed by this Agreement and determining all other matters of Hudson, any client of Hudson, firm business or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesspolicy.

Duties. Executive shall (a) During the Term, you will serve as the Chairman and Chief Executive Officer of CBS (“Chairman & CEO”). You shall have the authority, duties and responsibilities no less expansive than any chairman and chief executive officer of any divisions of the BoardCompany or its subsidiaries and as otherwise set forth in this paragraph 2(a). All of the business units and divisions identified on Schedule A hereto (the “CBS Businesses”) and department heads supporting the CBS Business identified on Schedule A shall report directly to you. The heads of HR/Diversity, Communications, Legal and Finance who support the CBS Businesses shall report directly to you as well as to the appropriate corporate-wide heads of those subject areas (for example, the Communications head for the CBS Businesses shall report to you as well as to the Communications head for the Company); provided that termination of the employment of, or reduction of the compensation of, any such individual will require only your approval (subject to consultation with the other manager); it being acknowledged and agreed that the Company may retain or rehire any such individual at corporate or within any other division. However, any division that manages material non-CBS related work shall report directly to you with respect to matters related to the CBS Businesses and directly to the President and Chief Executive Officer of Hthe Company or his designee ▇▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer▇. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇▇▇▇▇ which are consistent as of December 4, 2019 with respect to the non-CBS Businesses; provided that only you will have the authority to terminate the employment of, or reduce the compensation of, any such individual (subject to consultation with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officerother manager). Executive You shall report directly to the President and Chief Executive Officer of the Company. The Board of Directors of the Company (the “Board”), subject to Article XI of the Bylaws of the Company (the “Bylaws”), shall have (during the “Designated Period” as defined in the Bylaws) exclusive authority to remove you from your position or modify your authority, duties or responsibilities, subject to your rights under this Agreement. You will work together with the President and Chief Executive agrees Officer of the Company to keep him reasonably apprised regarding material matters affecting the CBS Businesses and be reasonably available to respond to questions or inquiries he may have regarding the CBS Businesses. Subject to the foregoing and the Board-approved budget applicable to the CBS Businesses, as well as any required approvals and policies of the Board and applicable policies of the Company as in effect from time to time (it being understood that he those policies will at all times faithfullyapply to you on a basis no less favorable to you than as applied to the chairman and chief executive officers of other business units and divisions of the Company or any of its subsidiaries), industriously you will have final decision-making authority with respect to capital expenditures, contractual arrangements, the compensation of CBS Businesses employees, contractors and other agents and the hiring and firing of CBS Businesses employees, contractors and other agents; provided that, notwithstanding such budget and any generally applicable policies on spending limitations, you will have, following in the case of material contracts notice and consultation with the President and Chief Executive Officer of the Company, final decision-making authority with respect to any commercial contracts, programming commitments and other contracts described on Schedule B. For each applicable fiscal year of the Company, you shall submit a proposed budget for the CBS Businesses to the President and Chief Executive Officer of the Company to be recommended to the Board for approval, if approved by the President and Chief Executive Officer of the Company. (b) During the period of your employment with the Company, you agree to devote your entire business time, attention and energies to the CBS Businesses. Notwithstanding the foregoing, you will be permitted to engage in charitable, civic, or other non-business activities and to the best of his ability, experience and talents, perform all serve as a member of the board of directors of not-for-profit organizations and one for-profit organization (in the case of the for-profit organization, subject to the Company’s applicable conflict of interest policies) so long as such activities do not materially interfere with the performance of your duties that and responsibilities hereunder. During the period of your employment with the Company, consistent with current and past practice, you shall render your services under this Agreement from your offices as of August 1, 2019 at Black Rock in New York and at Studio City in Los Angeles (or such other offices as may be mutually agreed by you and the Company); provided, however, that you will be required of and from him pursuant to the express and implicit terms of this Agreement, engage in reasonable business travel to the reasonable satisfaction of Hother locations. ▇▇▇▇▇▇ ▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interestof December 4, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business.2019

Duties. Executive 2.1. The Employee shall serve as Chairman of perform the Board, President duties and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as exercise the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as powers which from time to time may be assigned to Executive him or vested in him by H▇▇▇▇▇ the Company in form of a job description, written or oral instructions which are shall be consistent with the types responsibilities and status of his appointment as described in clause 1.1. The Employees responsibilities, to be further detailed in a job description which shall form an integral part of the present Agreement, shall cover the entire domain of managing all affairs of the Adecco Group taken as a whole and shall include the implementation of the business strategy defined by the Adecco Board of Directors, the development of the Group’s business, supervising and managing the operations and building and leading an efficient and competent management team and organization, all in line and pursuant to the rules and policies of the Adecco Group as being enacted from time to time. In his function, the Employee will be elected member of the board of directors of several Adecco group companies, representing the Adecco Group on such boards. No additional remuneration will be paid for these board memberships. The Employee shall devote the whole of his time, ability and attention to his duties Executive performs under this agreement during normal office hours and such other times, including weekends, as may be reasonably required for the proper performance of his duties and he shall use his utmost endeavors to promote the interests of the Company and the Adecco Group and shall not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Company or any Adecco group company. 2.2. The Employee reports to the Board of Directors of Adecco SA, to the Chairman of the Board, President Board of the Adecco SA and Chief Executive Officer. Executive shall report directly to the BoardBoard of Directors of the Company as determined by the respective corporate bodies from time to time. Executive agrees that he will The Employee shall at all times faithfully, industriously keep these corporate bodies properly and to the best fully informed (in writing if so requested) of his ability, experience and talents, perform all conduct of the duties that business or affaires of the Company and the Adecco Group taken as whole and provide such explanations of his conduct as may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessrequired.

Duties. Executive During the Term of Employment, the Employee shall serve as Chairman the ------ Company's VP of Technology and Information and shall assume those responsibilities customarily associated with and incident to the position of VP of Technology and Information and as the Company may, from time to time, require of him, at the direction of the BoardCompany's Chief Executive Officer, President and Chief Executive Officer Board of H▇▇▇▇▇ and Directors. The Employee shall assume such other duties as serve the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times Company faithfully, industriously conscientiously and to the best of his abilitythe Employee's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, experience and talents, perform the Employee shall devote all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business his time, attention, knowledge knowledge, energy and skill to the business and interest of H▇▇▇▇▇skills, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudsonduring normal working hours, and at places such other than H▇▇▇▇▇’▇ business locations times as the Employee's duties may reasonably require, to the duties of the Employee's employment. The principal place of employment of the Employee shall be the Company's principal executive offices or those of H▇▇▇▇▇’▇ customers, at such other place(s) to be determined by the Company and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, Employee. The Employee acknowledges that in the conduct course of his employment, Employee may be required, from time to time, to travel on behalf of the Company at the Company's expense. The Employee's principal work place shall be in South Florida or Chicago, Illinois. In the financing event the Company requests the Employee to relocate either out of Executive’s businessSouth Florida or Chicago, or Illinois the Employee may choose not to relocate by giving written notice to the Company within ten (10) days of the date of such request. If the Company chooses to terminate the Employee as customersa result of the Employee's unwillingness to relocate, suppliersthe Company shall pay the Employee, investors, partners, joint venturers, or otherwisethe remaining sum due Employee pursuant to the terms of the Agreement. Under no circumstances The Company shall Executive render any services that are competitive with any not prohibit Employee from additional opportunities in his free time as long as there is not a conflict of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with interest now or in the same business as any future with Power2Ship and it's affiliates. Employee must receive permission in writing from the Board of H▇▇▇▇▇’▇ businessDirectors to execute additional opportunities.

Duties. Executive Employee shall perform the following services for the Company: 3.1 Employee shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume the Company, or in such other duties position as determined by the Company's Board may assign as are consistent with and appropriate for Executive’s positions as Chairman Of Directors (the "Board"), subject to the direction of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent in that capacity shall work with the types of duties Executive performs Company to pursue the Company's plans as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to directed by the Board. "). In the event the Board directs Employee to act in a different capacity other than as the Chief Executive agrees that he Officer will at all times faithfully, industriously effect a non-cause termination of this Agreement and Employee shall be entitled to receive severance equal to the best of his ability, experience and talents, perform all of balance due Employee per the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement. The Parties agree to negotiate in good faith the continuation of the employment relationship of Employee with Company following the Term upon such terms as the Parties may agree; provided however, that in the event that either Party does not desire to continue the employment relationship beyond the Term, that Party shall deliver notice to the reasonable satisfaction other Party of H▇▇▇▇▇that intention on or before 90 days prior to the expiration of the Term and the Parties shall not be obligated to negotiate the continuation of the employment relationship. Such If the employment relationship does not continue beyond the Term, Employee agrees to reasonably cooperate with Company and with respect to the transition of the new management in the operations previously performed by Employee. 3.2 During the term of this Agreement, Employee shall devote all of Employee's business time to the performance of Employee's duties under this Agreement. Without limiting the foregoing, Employee shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey perform services on behalf of the Company for at least three days 40 hours per week (and remotely for Employee shall be available at the remainder request of the week) andCompany at other times, except as otherwise provided hereinincluding weekends and holidays, at such other place to meet the needs and requests of the Company's customers. Other than through a change in control, acquisition, consolidation, reorganization or places within or without merger, in the State of New Jersey as H▇▇▇▇▇ shall event the Board directs Employee to act in good faith require or a capacity different than as the interest, needs, business, or opportunities Chief Executive Officer of Hudson shall requirethe Company the employee will have thirty days from the effective date of such directed new capacity to effect a non-cause termination of this Agreement. Executive shall devote full, normal and regular business time, attention, knowledge and skill If Employee elects to effect a non-cause termination of this Agreement pursuant to the business and interest of H▇▇▇▇▇terms hereof, and H▇▇▇▇▇ Employee shall be entitled to all receive severance equal to the balance due Employee per the terms of this Agreement payable on a biweekly basis over the benefitsremaining term of this Agreement. 3.3 During the term of this Agreement, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall Employee will not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided activities or undertake any other commitments that such other business (a) is unrelated conflict with or take priority over Employee's responsibilities and obligations to the business of H▇▇▇▇▇, (b) will in no way interfere with Company and the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ Company's customers, including without limitation those responsibilities and (e) will not involve H▇▇▇▇▇obligations incurred pursuant to this Agreement. 3.4 As an officer of the Company, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in Employee shall have the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessright to review all intercompany charges.

Duties. Executive Employee shall serve be employed by the Company as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive OfficerCEO. In addition, Executive agrees to assume Employee shall have such other title authorities, responsibilities and duties of an executive, managerial or titles or subsidiary appointments, if any, administrative nature as determined by the board of directors (the “Board”) of the Company from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Boardtime. In this role, President and Chief Executive Officer. Executive Employee shall report directly to the Board. Executive agrees that he will Employee shall at all times faithfully, industriously comply with the reasonable policies and to the best of his ability, experience and talents, perform all procedures of the duties that may be required of Company and its respective subsidiaries and affiliates (individually, a “Company Group Member,” and collectively, the “Company Group”) as in effect from him pursuant time to the express and implicit terms of this Agreementtime. While employed hereunder, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive Employee shall devote full, his full time and attention during normal and regular business time, attention, knowledge and skill hours to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefits, profits Company or other issue arising from or incident any Company Group Member and use Employee’s best efforts to all work, services perform faithfully and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive effectively Employee’s duties and responsibilities and Employee shall not engage, directly or indirectly indirectly, in any capacity engage in other business or businesses, whether or not similar to that of any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ Company Group Member, except with the prior written consent, which consent will of the Board. It shall not be unreasonably withheld provided that a violation of the immediately preceding sentence for Employee to (i) serve on civic or charitable boards or committees or (ii) manage personal investments, in each case so long as such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activities do not interfere with the performance of ExecutiveEmployee’s duties to H▇▇▇▇▇and responsibilities as an employee of the Company under this Agreement, (c) will are not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or competitive with the business of any client Company Group Member, do not create a potential business or fiduciary conflict of H▇▇▇▇▇interest, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudsonor, in the conduct case of (ii) above, do not or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged would not result in any business competitive with violation of the Company Group’s investment-related policies, practices or restrictions applicable to similarly situated executive-level employees of the Company or applicable federal, state or local law, rules or regulations promulgated thereunder. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty to act at all times in the same best interests of the Company Group. In keeping with such duty, Employee shall make full disclosure to the Company of all business as opportunities pertaining to the business of any Company Group Member and shall not appropriate for Employee’s own benefit business opportunities concerning the business of H▇▇▇▇▇’▇ businessany Company Group Member.

Duties. Executive shall (a) During the term of your employment hereunder, including any renewal thereof, you agree to serve as Chairman the Vice President, General Manager of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume Dynasty Division (the "Division") or in such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder as the Board President of the Company may assign as are from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with and appropriate for Executive’s positions office or offices in which you serve as Chairman deemed necessary by the President of the Board, President and Chief Executive OfficerCompany. In addition, Executive agrees You also agree to assume perform such other title services and duties consistent with the office or titles offices in which you are serving and its responsibilities as may from time to time be prescribed by the Board of Directors, and you also agree to serve, if elected, as an officer and/or director of the Company and/or any of the Company's other direct or subsidiary appointmentsindirect subsidiaries without additional compensation, in all cases in conformity to the by-laws of each such corporation. Unless you otherwise agree, you shall not be required to relocate your place of business to a location that would increase your commuting distance by greater than 25 miles. (b) You shall devote your full employment energies, interest, abilities, time and attention during normal business hours (excluding the vacation periods provided in Section 4(b) below) exclusively to the business and affairs of the Company, its parent corporation and subsidiaries, if any, and shall not engage in any activity that conflicts or interferes with the performance of duties hereunder. (c) You agree to cooperate with the Company, including taking such reasonable medical examinations as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with necessary, in the types of duties Executive performs as Chairman of event the Board, President and Chief Executive Officer. Executive Company shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may desire or be required of and from him (such as pursuant to the express and implicit terms of this Agreement, any bank loan or any other agreement) to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week obtain life insurance insuring your life. (and remotely for the remainder of the weekd) andYou shall, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill be subject to the business Company's rules, practices and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled policies applicable to all the Company's senior executive employees. Without limiting the generality of the benefitsforegoing, profits or other issue arising from or incident to all workyou shall, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated with respect to the business Company and its parents, subsidiaries, assets and stockholders, act in a manner consistent with your fiduciary responsibilities as an executive of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. During the Employment Period, Executive shall serve on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of Chief Digital and Technology Officer commencing as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ Effective Date and shall assume have such other duties as the Board may assign duties, authorities and responsibilities as are consistent with the customary duties, authorities and appropriate responsibilities of such a position for Executive’s positions a public company, and as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Financial Officer may designate from time to time may be assigned to while the Executive by H▇▇▇▇▇ which are consistent with serves as the types of duties Executive performs as Chairman Chief Digital and Technology Officer of the BoardCompany. While Executive is the Chief Digital and Technology Officer of the Company, President and Executive will report directly to the Chief Executive Financial Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform devote substantially all of Executive’s business time and attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the duties Company; provided that may this Section 2 shall not be required interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of and from him pursuant to the express and implicit terms a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of this Agreement, to the reasonable satisfaction directors or similar bodies of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, businessnon-profit organizations, or opportunities (iv) subject to approval by the Board in its sole discretion, participating on boards of Hudson shall require. Executive shall devote fulldirectors or similar bodies of for-profit organizations, normal and regular business timein each case, attention, knowledge and skill to so long as such activities in the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall aggregate do not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way materially interfere with the performance of Executive’s duties to H▇▇▇▇▇and responsibilities hereunder, (b) create a fiduciary conflict, or (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇with respect to (ii), (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customersiii), and (eiv) will not involve H▇▇▇▇▇only, other executives detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of Hudsonthe board of directors of any entity that directly or indirectly, any client of Hudsonthrough one or more intermediaries, controls, or any supplier of Hudson, in the conduct or the financing of Executive’s businessis controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to his election by the shareholders of the Company, serving as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any a member of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessBoard during the Employment Period.

Duties. Executive (a) During the Term, you shall serve and the Company shall employ you as Chairman the Vice President and General Manager, Power Standby Division, of the BoardCompany, President with such executive duties and responsibilities consistent with such positions and stature as the Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board Company may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time determine. Your duties may be assigned changed at any time and from time to Executive by H▇▇▇▇▇ which are time hereafter, upon mutual agreement, consistent with the types of duties office or offices in which you serve as deemed necessary by the Chief Executive performs as Chairman Officer of the BoardCompany. You shall report to, President and act under the general direction of, the Chief Executive OfficerOfficer of the Company. You shall use your best efforts to carry out the instructions of the Chief Executive shall report directly Officer of the Company. You also agree to perform such other services and duties consistent with the office or offices in which you are serving from time to time and those responsibilities as may from time to time be prescribed by the Board of Directors. You also agree to serve as an officer and/or director of the Company and/or any of the Company's other direct or indirect subsidiaries, in all cases in conformity with the organizational documents and the policies of the Board of Directors of each such subsidiary, without additional compensation. You will review and agree to comply with the Company's then-current Code of Business Conduct to the Boardsame extent required for other United States-based employees of the Company. Executive agrees that he You will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of your responsibilities in compliance with all applicable laws. (b) During the duties that may be required of and from him pursuant to the express and implicit terms of this AgreementTerm, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive you shall devote full, your entire business time and energies during normal and regular business time, attention, knowledge and skill hours to the business and interest affairs of H▇▇▇▇▇, the Company and H▇▇▇▇▇ its subsidiaries. Nothing in this Section 3 shall be entitled to all construed as prohibiting you from investing your personal assets in businesses in which your participation is solely that of a passive investor in such form or manner as will not violate Section 5 hereof or require any services on your part in the operation or affairs of those businesses. You may also participate in philanthropic or civic activities as long as they do not materially interfere with your performance of your duties hereunder. Service on any board of directors other than those of the benefitsCompany and its subsidiaries must be approved, profits or other issue arising from or incident to all workin advance, services and advice by the Board of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to Directors of the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, Company. (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇During the Term, (d) will generally you shall be conducted at times other than when Executive is required subject to work for Hudsonthe Company's rules, practices and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in policies applicable to the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany's senior executive employees.

Duties. (a) During the Employment Period, the Executive (1) shall serve as Chairman of the BoardGroup President, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties ▇▇, Inc. and ORS Nasco, Inc., a subsidiary of the Companies, (ii) shall report directly to an officer of the Companies (the “Supervising Officer”) who shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lakeselected by the Board or the Chief Executive Officer in its or his or her sole discretion, New Jersey for at least three days per week (iii) shall. subject to and remotely for in accordance with the remainder authority and direction of the weekBoard and/or the Supervising Officer have such authority and perform in a diligent and competent manner- such duties as may be assigned to the Executive from time to time by the Board and/or the Supervising Officer and (iv) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal the Executive’s best efforts and regular business such time, attention, knowledge and skill to the operation of the business and interest affairs of H▇▇▇▇▇the Companies as shall be necessary to perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and H▇responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is a(g)▇▇▇▇ shall in writing among the parties and except for required travel by the Executive on the Companies’ business or as may be entitled reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the Employment Period. subject to all any conflict of interest policies of the benefitsCompanies, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly may (i) serve in any capacity engage in with any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentcivic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive’s duties and responsibilities hereunder, (ii) make arid manage personal investments of the Executive’s choice, and (iii) with the or consent of the Companies’ Chief Executive Officer, which consent will shall not be unreasonably withheld provided that such other withheld, serve on the board of directors of one (1) far-profit business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessenterprise.

Duties. (a) During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Company as are commensurate with the office of Executive shall serve as Chairman of the Board, Vice President and Chief Executive Operating Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all President of the Company. He shall have such other duties that may be required and powers as the President of and from the Company shall assign to him pursuant commensurate with the office of Chief Financial Officer, including by way of example but not limitation, similar duties with respect to any of the express and implicit terms of Company’s Associated Companies. As used in this Agreement, to the reasonable satisfaction term “Associated Companies” shall mean any company (i) of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week which not less than fifty (and remotely for the remainder 50%) of the weekequity is beneficially owned by the Company or (ii) andany subsidiary of such company, except as otherwise provided hereinif any. (b) During the Employment Period, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive Employee shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services his working time during normal business hours and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated his best efforts and ability to the business of H▇▇▇▇▇the Company, shall faithfully and diligently perform the duties of his employment with the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. (bc) will During the Employment period, the Employee shall not, except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company; provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to: (i) serving with the prior approval of the Company’s Chief Executive Officer as a director or member of a committee of any organization involving no way conflict of interest with the business of the Company; and (ii) managing his personal investments; provided, that such activities shall not materially interfere with the Employee’s performance of Executive’s his duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, hereunder. (d) will generally The Employee shall be conducted employed at times the offices of the Company located in Elmwood Park, New Jersey; provided that the Employee acknowledges and agrees that the proper performance of these duties may make it necessary to spend reasonable periods of time in other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those parts of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesscountry.

Duties. Executive A. During the term of this Agreement, the Employee shall serve as Chairman the Senior Vice President and Chief Financial Officer of the Board, President and Company. The Employee shall report directly to the Chief Executive Officer of Hthe Company. He or she shall have such powers and shall perform such duties as are incident and customary to his or her office. During the term of this Agreement, the Employee shall serve in any additional offices or positions of the Company which are pertinent and customary to his or her office, and to which he or she may be elected or appointed by appropriate action of the Company. B. The Employee shall devote his or her full time, attention, skill, and energy to the performance of his or her duties under this Agreement, and shall comply with all reasonable professional requests of the Company; provided, however, that the Employee will be permitted to engage in and manage personal investments (subject to the terms of Section 9 below) and to participate in community and charitable affairs, so long as such activities do not interfere with his or her duties under this Agreement. The Employee shall be headquartered in the Company office currently located at 1▇▇▇ ▇▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇, ▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇▇▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H-▇▇▇▇▇. C. The Company agrees to maintain Employee’s status as a Senior Vice President as long as the Employee’s obligations under this Agreement are fulfilled and subject to the continued approval by the Company’s Board of Directors. D. The Company shall not, (b) will during the Term of this Agreement, demote the Employee or reduce his or her responsibilities as set forth in no way interfere this Section 4, or otherwise reduce his or her stature in the Company except as authorized under this Agreement. E. Employee shall conduct all assigned duties in compliance with the Alion Science and Technology Corporation Code of Ethics, Conduct, and Responsibility and all other Company policies and procedures then in effect, and shall acknowledge and execute all documents necessary to comply and/or evidence compliance with such codes, policies and procedures. F. The Company shall maintain in force, at all times during the term of this Agreement, Directors and Officers Liability insurance that covers Employee against all legal liabilities that may arise and are incurred in the good faith performance of Executiveduties as a member of the Company’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessmanagement.

Duties. (a) Effective as of the Effective Date, Executive shall will serve as Chairman of the Board, Interim President and Chief Executive Officer of H▇▇▇▇▇ the Company, with duties and shall assume responsibilities associated with and related to such other duties position and as otherwise reasonably requested in good faith by the Board consistent with such position, while continuing to serve as Chief Financial Officer. (b) In the event Executive is not selected by the Board to serve as the Board may assign as are consistent with and appropriate for ExecutiveCompany’s positions as Chairman of the Board, non-interim President and Chief Executive Officer. In addition, then upon the New CEO Commencement Date, Executive agrees and the Company agree that thereupon, without any further action(s) required, Executive will resume his duties serving only in the roles as the Company’s Senior Vice President and Chief Financial Officer, at the compensation levels described in Sections 3.1 and 3.2 hereof. (c) Whether employed as the Company’s Interim President and Chief Executive Officer (and Chief Financial Officer), or serving only in the roles as the Company’s Senior Vice President and Chief Financial Officer, Executive will (a) devote Executive’s business effort, time, energy and skill (vacations and reasonable absences due to assume such other title or titles or subsidiary appointments, illness excepted) as is necessary to fulfill the duties of his position and those assigned by the Board (if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, he is Interim President and Chief Executive Officer. ) or by the new Chief Executive shall report directly Officer (if he is serving only in the roles as the Company’s Senior Vice President and Chief Financial Officer); (b) use his best efforts to promote the Board. success of the such business, and (c) cooperate fully with the reasonable requests of the Board (if he is Interim President and Chief Executive agrees that Officer) or of the new Chief Executive Officer (if he will at all times faithfully, industriously is serving only in the roles as the Company’s Senior Vice President and to Chief Financial Officer) in the advancement of the best of his ability, experience and talents, perform all interests of the duties that may be required of Company and from him pursuant to its Affiliates. During the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇Employment Period, Executive shall not directly be engaged in or indirectly in provide services to any capacity engage in any other business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentor Person (whether engaged for profit or not), which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere interferes with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessobligations under this Agreement.

Duties. Executive shall serve 2.1 The Employee is employed in a nonexecutive role as Chairman Senior Advisor of the BoardBank. In his role as Senior Advisor, President and Employee shall provide management consulting support to the Bank at the direction of the Chief Executive Officer and the Board of H▇▇▇▇▇ Directors and shall assume such other have the duties as and responsibilities set forth on Exhibit A attached hereto. The Employee shall perform and discharge well and faithfully the Board authority, duties and responsibilities which may assign as are consistent with and appropriate for Executive’s positions as Chairman of be assigned to the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Employee from time to time may be by the Chief Executive Officer or Board of Directors of the Bank in connection with the conduct of the Business of the Bank. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof and as set forth on Exhibit A attached hereto, the Employee shall: (a) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive by H▇▇▇▇▇ Officer and the Board of Directors of the Bank, which are consistent with this Agreement; and (b) timely prepare and forward to the types Board of duties Executive performs as Chairman Directors of the Board, President Bank all reports and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all accounting as may be requested of the duties that may be required of and from him pursuant to the express and implicit terms of Employee. 2.3 Nothing in this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties Agreement shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lakeconstrued as preventing the Employee from: (a) managing the Employee’s personal assets and investing the Employee’s personal assets in businesses, New Jersey for at least three days per week which (and remotely for subject to clause (b) below) are not in competition with the remainder Business of the week) and, except as otherwise provided herein, at such other place or places within or without Bank and which will not require any services on the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all part of the benefits, profits Employee in their operation or affairs and in which the Employee’s participation is solely that of an investor; (b) purchasing securities or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly interests in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld entity provided that 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 Bank; (c) serving on the board of directors of other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way organizations so long as such service does not materially interfere with the performance of Executivethe Employee’s duties to H▇▇▇▇▇, (c) will under this Agreement and are not utilize Confidential Information or Intellectual Property in competition with the Business of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, the Bank; and (d) will generally be conducted at times other than when Executive is required participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of the Bank approves of such activities prior to work for Hudsonthe Employee’s engaging in them. Notwithstanding anything to the contrary in this Section 2.3, the Employee may serve as a principal of Bankers’ Capital Group, LLC. For the avoidance of doubt, Bankers’ Capital Group, LLC also serves as a general partner of Sagus Partners, LLC and at places other than H▇▇▇▇▇’▇ business locations or those intends to do so following the date of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Agreement.

Duties. During the Employment Period, Executive shall serve as Chairman on a full-time basis and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall (i) have the title of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company commencing as of the Effective Date and, shall have such duties, authorities and shall assume such other duties as the Board may assign responsibilities as are consistent with such position, and appropriate for Executive’s positions that the Board may designate from time to time while the Executive serves as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman Officer of the Board, Company. While Executive is President and Chief Executive Officer. Officer of the Company, Executive shall will report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform shall devote substantially all of the duties that may be required of Executive’s business time and from him pursuant to the express attention and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week Executive’s best efforts (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business excepting vacation time, attentionholidays, knowledge sick days and skill periods of disability) to Executive’s employment and service with the business and interest of H▇▇▇▇▇Company; provided, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive this Section 2 shall not directly be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), (ii) engaging in charitable or indirectly civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations,. or (iv) subject to approval by the Board in any capacity engage its sole discretion, participating on boards of directors or similar bodies of for-profit organizations, in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consenteach case, which consent will so long as such activities in the aggregate do not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way materially interfere with the performance of Executive’s duties to H▇▇▇▇▇and responsibilities hereunder, (b) create a fiduciary conflict, or (c) will not utilize Confidential Information or Intellectual Property with respect to (ii), (iii), (iv) and (v) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of H▇▇▇▇▇ or the board of directors of any client of H▇▇▇▇▇entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Cedar Fair, L.P. (dan “Affiliate”) will generally be conducted at times other than when Executive is required to work for Hudsonwithout additional compensation including, and at places other than H▇▇▇▇▇’▇ business locations or those being subject to his election by Unitholders, serving as a member of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or Board during the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessEmployment Period.

Duties. Executive shall serve as Chairman of The Consultant must perform and complete the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent Services in accordance with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, Agreement to the reasonable satisfaction of H▇▇▇▇▇the Department. Such duties shall be rendered In performing its obligations under this Agreement, the Consultant must: exercise due care, skill and judgement and at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lakeall times act in accordance with the highest professional principles and standards applicable in the field of endeavour to which the Services relate; ensure that any person employed or engaged by the Consultant to perform any work under this Agreement possesses adequate levels of skill and experience to perform that work to the satisfaction of the Department; observe and comply with all Laws; prepare and progressively submit the Deliverables to the Department by the times specified in this Agreement or, New Jersey for at least three days per week (if no times are specified, within such times as are reasonably directed by the Department; undertake all activities and remotely tasks necessary so that the Services: achieve the Required Purpose; comply with the Consultancy Brief and Proposal; are co-ordinated, consistent and interfaced with each other; do not infringe on any Intellectual Property; are performed by persons with appropriate professional qualifications and experience; and enable the Department to procure the carrying out of the Works for the remainder Estimated Total Construction Cost or any Revised Estimated Total Construction Cost. perform the Services within the time stipulated in this Agreement or Program (if applicable) or if no time is stipulated, such reasonable time as may be stipulated by the Supervising Officer and otherwise in a timely manner; perform the Services in accordance with any directions issued by the Supervising Officer in accordance with this Agreement; comply, and ensure any person employed or engaged by the Consultant complies, with the Department’s lawful directions, policies, procedures and guidelines; co-ordinate and co-operate with any Other Consultants, contractors and workers employed or engaged by the Department in connection with the Project to optimise its management and minimise the risk of mutual disruption; prepare and submit to the Supervising Officer within such reasonable time as may be stipulated by the Supervising Officer, progress reports or other material prepared in accordance with this Agreement; and keep the Department informed of all matters of which it ought reasonably to be made aware. The Consultant must not in any manner publicise or advertise that it provides Services to the Department, without the express written approval of the weekDepartment. Non-compliance and Design Errors Clauses 3.5 to 3.7 only apply if so indicated in Item 16. If the Consultant discovers or is notified by the Department of any Design Error (including any non-compliance with this Agreement) andit must promptly take whatever action the Department considers necessary to correct the Design Error and resubmit the relevant document to the Department for review until such time as the Department advises the Consultant that it has no further objection to its use. The Consultant: accepts the risk of and is not entitled to make any Claim arising out of or in connection with any Design Errors; and must comply with any direction given by the Department to resolve a Design Error at its cost. Co-operation and coordination To the extent of any interdependencies or interface between the Services and any Other Services, except the Consultant must regularly consult and fully co-operate with the Other Consultants to the extent necessary to: integrate and coordinate the Services with the Other Services; facilitate the performance of the Other Services; and perform the Services so as to avoid interfering with, disrupting or delaying the performance by the Other Consultants of the Other Services. Meetings and reporting The Consultant must: meet with the Department and any other person nominated by the Department regarding the performance of the Services and the Project at the places and at the times stated in the Consultancy Brief or as directed by the Department from time to time; bring to the meetings referred to in above such persons (including employees and Sub-consultants) and Materials (including Deliverables, written reports and the like) as are stated in the Consultancy Brief or required by the Department from time to time; and at the times stated in Item 15 or in the Consultancy Brief or as otherwise provided hereindirected by the Department, at submit reports to the Department detailing the status of the Services and containing such other place or places within or without information as may be required by the State Department. Quality assurance system In the performance of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interestServices, needs, business, or opportunities the Consultant must establish and maintain a quality assurance system that: complies with the requirements of Hudson shall require. Executive shall devote full, normal this Agreement relating to quality assurance (if any); and regular business time, attention, knowledge and skill is reasonably acceptable to the business Department. The Consultant: must comply with any such quality assurance system; and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to relieved of any of its obligations or liabilities arising out of or in connection with this Agreement by reason of its establishing, maintaining or otherwise using a quality assurance system. Budget for the business of H▇▇▇▇▇Project Clauses 3.12 and 3.13 only apply if so indicated in Item 17. The Consultant must, (b) will in no way interfere without limiting clause 3.2): liaise with the performance Department to periodically assess and monitor the anticipated cost of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property the Project as progressively documented by the Consultant and its Sub-consultants and any Other Consultants; and if at any time during the carrying out of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, the Works the Consultant considers that the Estimated Total Construction Cost or any supplier Revised Estimated Total Construction Cost will be or is likely to be exceeded, promptly notify the Department in writing and recommend remedial action for the purpose of Hudson, in the conduct avoiding or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessminimising such excess (which remedial action may include amending Deliverables).

Duties. (a) During the Employment Period, the Executive (i) shall serve as Chairman ______________________ of the BoardCompanies, President and (ii) shall report directly to an officer of the Companies (the “Supervising Officer”) who shall be selected by the Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of H▇▇▇▇▇ the Board and/or the Supervising Officer have such authority and shall assume perform in a diligent and competent manner such other duties as may be assigned to the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of Board and/or the Board, President Supervising Officer and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the weekiv) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal the Executive’s best efforts and regular business such time, attention, knowledge and skill to the operation of the business and interest affairs of H▇▇▇▇▇, and H▇▇▇▇▇ the Companies as shall be entitled necessary to all perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business or as may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the Employment Period, subject to any conflict of interest policies of the benefitsCompanies, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly may (i) serve in any capacity engage in with any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive’s duties and responsibilities hereunder, (ii) make and manage personal investments of the Executive’s choice, and (iii) with the prior written consentconsent of the Companies’ Chief Executive Officer, which consent will shall not be unreasonably withheld provided that such other withheld, serve on the board of directors of one (1) for-profit business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessenterprise.

Duties. Executive shall serve The Company does hereby hire, engage, and employ Employee as the Chairman of the BoardCompany, President and Chief Executive Officer Employee does hereby accept and agree to such hiring, engagement and employment. Employee shall serve Company in such positions, diligently, competently, and in conformity with provisions of H▇▇▇▇▇ this Agreement and the corporate policies of Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. Subject to specific elaboration by the Company's Board of Directors as to the duties (which shall assume be consistent herewith and with Employee's offices provided for hereunder) that are to be performed by Employee and the manner in which such other duties as are to be performed, the Board may assign as are consistent with and appropriate for Executive’s positions as duties of Employee shall entail those duties customarily performed by a Chairman of the BoardCompany with a sales volume and the number of employees commensurate with those of Company. . Throughout the Period of Employment, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive Employee shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best devote part of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attentionenergy, knowledge and skill to the business performance of his duties for Company. The foregoing notwithstanding, Employee shall be permitted to (1) engage in charitable and interest community affairs, (ii) act as a officer and/or director of H▇▇▇▇▇any corporations or organizations outside Company and -------------------------------------------------------------------------------- receive compensation therefore, and H▇▇▇▇▇ shall be entitled (iii) to all make investments of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage character in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will or businesses not be unreasonably withheld provided that in competition with Company and to manage such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will investments. Employee shall exercise due diligence and care in no way interfere with the performance of Executive’s his duties for and the fulfillment of his obligations to H▇▇▇▇▇Company under this Agreement. The Company shall furnish Employee with office, (c) will not utilize Confidential Information secretarial and other facilities and services as are reasonably necessary or Intellectual Property appropriate for the performance of H▇▇▇▇▇ or Employee's duties hereunder and consistent with his positions as to the Chairman of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. (a) During the Employment Period, the Executive (i) shall serve as Chairman Senior Vice President, Sales, of the BoardCompanies, President and (ii) shall report directly to an officer of the Companies (the “Supervising Officer”) who shall he selected by the Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of H▇▇▇▇▇ the Board and/or the Supervising Officer have such authority and shall assume perform in a diligent and competent manner such other duties as may be assigned to the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of Board and/or the Board, President Supervising Officer and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the weekiv) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal the Executive’s best efforts and regular business such time, attention, knowledge and skill to the operation of the business and interest affairs of H▇▇▇▇▇, and H▇▇▇▇▇ the Companies as shall be entitled necessary to all perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business or as may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the Employment Period, subject to any conflict of interest policies of the benefitsCompanies, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly may (i) serve in any capacity engage in with any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive’s duties and responsibilities hereunder, (ii) make and manage personal investments of the Executive’s choice, and (iii) with the prior written consentconsent of the Companies’ Chief Executive Officer, which consent will shall not be unreasonably withheld provided that such other withheld, serve on the board of directors of one (1) for-profit business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessenterprise.

Duties. The Executive shall serve as Chairman be responsible for the supervision, control and conduct of all the business and affairs of the Company and shall have such additional duties and any additional responsibilities as are normally assigned to a Chief Executive Officer and President which may from time to time be reasonably designated by the Board of Directors of the Company (the "Board"), President provided that in no event shall the scope of his duties and the extent of his responsibilities be substantially different from the duties and responsibilities usually associated with those positions in a publicly-held corporation similar in size and function to the Company. The Executive agrees that he will conduct all investigations, make all inquiries, provide all services and execute all reports, certifications and/or attestation required of him in his capacity as the Chief Executive Officer of Hthe Company and the "Principal Executive Officer" of the Company (as defined under the rules and regulations of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the related rules and regulations promulgated by the Securities and Exchange Commission and the rules and regulations of the New York Stock Exchange. At all times, the Executive shall assume such other duties as be subject to the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman direction of the Board. During the period the Executive is employed by the Company (the "Employment Period"), President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal his full business time and regular business time, attention, knowledge and skill best efforts to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefitsCompany and its subsidiaries, profits except for any business activities rendered by the Executive in connection with the partnerships listed on Schedule A. The Executive will not be prevented from (i) engaging in any civic or charitable activity for which the Executive receives no compensation or other issue arising from or incident to all workpecuniary advantage; (ii) investing his personal assets in businesses which do not compete with the Company, provided that such investment will not require any services and advice on the part of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in the operation of the affairs of the businesses in which investments are made which would unreasonably interfere with his obligations hereunder; (iii) purchasing securities in any capacity corporation whose securities are publicly traded, provided that such purchases will not result in the Executive owning beneficially at any time five percent (5%) or more of the equity securities of any corporation engaged in a business competitive with that of the Company; (iv) serving as a director of any corporation that does not engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to competitive with the then current business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business Company as any of H▇▇▇▇▇’▇ businessits subsidiaries (as defined in Section 7 hereof); or (v) participating in any other activity approved in advance in writing by the Board.

Duties. Executive a. During the term of her employment pursuant to this Agreement, Employee shall serve as Chairman the Company faithfully and to the best of her ability and shall devote her business and professional time, energy, and diligence to the performance of the Boardduties of such office and she shall perform such services and duties in connection with the business and affairs of the Company (i) as are customarily incident to such office and (ii) subject to Section 1.2(b) hereof, President and Chief Executive Officer as may reasonably be assigned or delegated to her from time to time by the Board of H▇▇▇▇▇ Directors of the Company. b. Notwithstanding the foregoing, Employee shall be principally responsible for, and shall assume have full power and authority to perform all duties incidental to the offices of Secretary including, but not limited to, keeping the minutes of the stockholders' and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and perform such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive her by Hthe president or by the directors. Employee shall be principally responsible for, and shall have full power and authority to perform all duties incidental to the offices of Treasurer, including, but not limited to, having charge and custody of and being responsible for all funds and securities of the corporation; receiving and giving receipts for moneys due and payable to the corporation from any source whatsoever, and depositing all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the by-laws of the corporation and in general perform such other duties as from time to time may be assigned to her by the president or by the directors. The Treasurer shall be excused from giving a sum and/or surety for the faithful performance of her duties hereunder. Employee shall be principally responsible for, and shall have full power and authority to perform all duties incidental to the legal representation of the Company. c. Notwithstanding the foregoing, it is understood that Employee shall continue to provide services to the law firm of Kite, Bowen & Associates, P.A., and to provide legal counsel to Kyten E▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the BoardCorporation, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfullyStrata Coal, industriously LLC, Perdase Holdings, Inc., Jenco Capital Corporation, and to the best of his abilityother individuals or entities, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of Ha▇▇ ▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will such services shall not utilize Confidential Information be used as a basis for termination under Section 3.1 and shall not constitute a breach of the Employee's representations or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessobligations under Section 6.9.

Duties. Executive III.1 During the Employment Period EMPLOYEE shall serve in the Office of Executive Vice President, COO and perform appropriate executive services for the COMPANY in accordance with the historical nature and scope of duties performed by EMPLOYEE as Chairman Executive Vice President, COO of BIOMED RESEARCH TECHNOLOGIES, Inc. III.2 EMPLOYEE shall be entitled to make ALL normal executive level management decisions of the BoardCOMPANY that involve matters within the COMPANY's usual course of business and are duties customary for the employee in his or her capacity of Executive Vice President, President and Chief Executive Officer of H▇▇▇▇▇ COO. EMPLOYEE's authority to manage the COMPANY shall be subject to review and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title direction from his or titles or subsidiary appointmentsher immediate manager, if any, as or by the Board of Directors of the Company. Compensation paid to employees of the COMPANY shall be at industry standards. Bonuses, if any, for said employees shall be based on the individual employee's performance and tied to a formula adopted by the COMPANY's Board of Directors. III.3 During the term of this Agreement, although EMPLOYEE is involved in managing other businesses, EMPLOYEE shall devote primarily majority of his time, energy, and skill to the service of the COMPANY and the promotion of COMPANY'S interests, and shall use his best efforts in the performance of his services hereunder. EMPLOYEE agrees to abide by all rules and regulations established from time to time by the Board; and all commissions, fees or other income earned and received by EMPLOYEE, if any, in furtherance of the business of Company, or its ns affiliates or from any other business or financial opportunity or endeavor in which EMPLOYEE is an active participant and not a passive investor, shall be accepted by EMPLOYEE for the account of Company, and shall be remitted to Company within three (3) days of EMPLOYEE's receipt thereof. III.4 EMPLOYEE may, if elected, without additional compensation, unless expressly approved by the Board of Directors of the COMPANY, serve as a director of the COMPANY. III.5 The services of EMPLOYEE shall be rendered in such places and localities as the COMPANY may require from time to time, and he shall do such traveling on behalf of the COMPANY as may reasonably be assigned to Executive by H▇▇▇▇▇ which are required consistent with the types of duties Executive performs as Chairman historical requirements of the Boardoffice of Executive Vice President, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all COO of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties COMPANY. III.6 EMPLOYEE shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely comply with all COMPANY policies for the remainder of the week) and, except employees; as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business policies may exist from time to time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business.

Duties. Executive (a) TEMPORARY DUTIES AS CHIEF FINANCIAL OFFICER; EMPLOYMENT AS EXECUTIVE VICE PRESIDENT OF OPERATIONS OF DIVISION FOR PERSONS WITH DISABILITIES. During the period January 1, 2001 through the effective date of the Company's Form 10-K as filed with the Securities and Exchange Commission, the Employee shall continue to serve as Chairman the Chief Financial Officer of the BoardCompany. During such period, the Employee shall, subject to the supervision and control of the Chairman, President and Chief Executive Officer of H▇▇▇▇▇ the Company ("Chairman") and shall assume the Board of Directors of the Company (the "Board") perform such other duties and exercise such powers over and with regard to the financial matters of the Company and its subsidiaries as are presently being performed and exercised by him and such additional duties which are similar in nature and responsibility to those presently being performed by the Employee as may be prescribed from time to time by the Chairman or the Board. During the Term (including the period the Employee continues to serve as Chief Financial Officer), the Employee shall serve as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman Executive Vice President of Operations of the BoardDivision for Persons with Disabilities of the Company. The Employee shall, subject to the supervision of the President of the Division for Persons with Disabilities of the Company ("President"), be responsible for the day-to-day management and Chief Executive Officeroversight of the Company's Division for Persons with Disabilities. In addition, Executive agrees to assume such other title during the Term, the Employee's duties shall also include serving as an officer or titles director of one or subsidiary appointmentsmore subsidiaries or affiliates of the Company, if anyelected to such positions, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits any additional salary or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesscompensation.

Duties. (a) During the Employment Period, the Executive (i) shall serve as Chairman Senior Vice President, Sales, of the BoardCompanies, President and (ii) shall report directly to an officer of the Companies (the “Supervising Officer”) who shall be selected by the Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of H▇▇▇▇▇ the Board and/or the Supervising Officer have such authority and shall assume perform in a diligent and competent manner such other duties as may be assigned to the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of Board and/or the Board, President Supervising Officer and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the weekiv) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal the Executive’s best efforts and regular business such time, attention, knowledge and skill to the operation of the business and interest affairs of H▇▇▇▇▇, and H▇▇▇▇▇ the Companies as shall be entitled necessary to all perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business or as may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the Employment Period, subject to any conflict of interest policies of the benefitsCompanies, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly may (i) serve in any capacity engage in with any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive’s duties and responsibilities hereunder, (ii) make and manage personal investments of the Executive’s choice, and (iii) with the prior written consentconsent of the Companies’ Chief Executive Officer, which consent will shall not be unreasonably withheld provided that such other withheld, serve on the board of directors of one (1) for-profit business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessenterprise.

Duties. Executive The Administrative Agent shall serve as Chairman not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the Boardforegoing, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is unrelated to the business of H▇▇▇▇▇continuing, (b) will the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in no way interfere with writing as directed by the performance Required Lenders (or such other number or percentage of Executive’s duties to H▇▇▇▇▇the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) will except as expressly set forth herein, the Administrative Agent shall not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of have any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required duty to work for Hudsondisclose, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will shall not involve H▇▇▇▇▇, other executives of Hudsonbe liable for the failure to disclose, any client of Hudson, information relating to the Company or any supplier of Hudson, in its Subsidiaries that is communicated to or obtained by the conduct bank serving as Administrative Agent or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other person, corporation number or other entity that is engaged percentage of the Lenders as shall be necessary under the circumstances as provided in any business competitive with Section 9.02) or in the same business as absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of H▇▇▇▇▇’▇ businessthe covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties. Executive The Employee shall serve be employed as Chairman Senior Vice President, Chief Legal Officer and Secretary of the BoardCompany, shall faithfully perform and discharge such duties as inhere in the position of Senior Vice President, Chief Legal Officer and Secretary of the Company and as may be specified in the Certificate of Incorporation or Bylaws of the Company with respect to such position, and shall also perform and discharge such other duties and responsibilities consistent with such position as the Board of Directors of the Company (the "Board of Directors") shall from time to time determine, including, but not limited to, managerial responsibility for the Human Resources and Public Relations/Corporate Communications Departments. The Employee shall report to the President and Chief Executive Officer of H▇▇▇▇▇ and the Company. The Employee shall assume such other perform his duties as principally in Denver, Colorado in either his home office or in an office provided by the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman Company. The Employee shall also perform his duties at the offices of the BoardCompany in Irving, President and Chief Executive OfficerTexas two or three days per week other than during any one week per calendar month if the Employee's presence in the Company's Irving, Texas offices during such week is not required as determined by the Company's business requirements. In addition, Executive agrees if the Employee's responsibilities require travel to assume such other title locations, he may reduce the amount of time spent in the Irving, Texas office. Except as may otherwise be approved in advance by the Board of Directors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or titles or subsidiary appointmentsother disability, if anythe Employee shall devote his full business time throughout the Employment Term to the services required of him hereunder. The Employee shall render his business services exclusively to the Company and its subsidiaries during the Employment Term and shall use his best efforts, as from time judgment and energy to time may be assigned to Executive by H▇▇▇▇▇ which are improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his abilityposition. Notwithstanding the foregoing, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ Employee shall be entitled to all participate as a director or advisor to one or more associations, businesses or community or charitable organizations in the Denver area, so long as such activity does not (i) involve a substantial amount of the benefitsEmployee's time, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly (ii) impair in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business material respect the Employee's ability to perform his duties under this Agreement or (aiii) is unrelated to violate the business provisions of H▇▇▇▇▇, (b) will in no way interfere with the performance Section 9 of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Agreement.

Duties. Beginning no later than June 15, 2009, and at all times thereafter during his employment, Executive shall serve as Chairman the Company’s Executive Vice President of Administration and Corporate Development. As the BoardCompany’s Executive Vice President of Administration and Corporate Development, President and Executive shall report to the Chief Executive Officer and shall direct and manage the affairs of Hthe Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of certain executives)) as are customarily associated with and incident to the position of Executive Vice President of Administration and Corporate Development and as the Company may, from time to time, require of him, subject to the direction of the CEO. The duties, functions and responsibilities include, but are not limited to, directing the Company’s legal, human resources, investor relations, corporate communications, and corporate development functions. 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. The principal place of employment of the Executive shall be the principal executive offices of the Company. The Executive acknowledges that, in the course of his employment, he may be regularly required to travel on behalf of the Company. Executive will follow and comply with the policies and procedures of the Company, including without limitation, policies relating to business ethics, code of conduct, conflict of interest, non-discrimination, confidentiality and protection of trade secrets, and ▇▇▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees hereby represents and confirms that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business neither (ai) is unrelated to the business of H▇▇▇▇▇, Executive’s entering into this Agreement nor (bii) will in no way interfere with the Executive’s performance of Executive’s duties and obligations hereunder will violate or conflict with any other agreement (oral or written) to H▇▇▇▇▇, (c) will not utilize Confidential Information which Executive is a party or Intellectual Property of H▇▇▇▇▇ or by which Executive is bound. Without commenting on whether a breach of any client other section of H▇▇▇▇▇this Agreement is material, (d) will generally the parties agree that a breach of this Section 2 shall be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those a material breach of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Agreement.

Duties. Executive REPRESENTATION ---------------------- You shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company and shall assume serve the Company and its affiliates in such other executive capacities as may be specified from time to time by the Board of Directors of the Company (the "Board"), including serving as a director (and as a ----- member of board committees) of the Company and one or more of its affiliates. You shall have such duties as may be assigned to you from time to time by the Board, including with respect to affiliates of the Company, and in the performance of your duties you shall comply with the policies of and be subject to the direction of the Board may assign as are consistent and the board of directors of any affiliate of the Company with respect to which you perform any such duties. The foregoing duties shall be performed without any compensation being payable beyond that provided for herein. During your employment by the Company, you shall devote your entire professional time, energy and appropriate skill to the performance of your duties hereunder and to the business of the Company and its affiliates (except for Executive’s positions as Chairman reasonable time spent for trade, civic and charitable activities or for service on other boards of directors, subject to the consent of the Board, which shall not be unreasonably withheld) and you shall not be actively engaged in any duties or pursuits which are or could reasonably be expected to be substantially detrimental to the interests or reputation of the Company. Upon termination of employment you shall be deemed to have resigned from all offices and directorships. You represent and warrant to the Company that you are free to be employed by the Company upon the terms contained herein and that you are not bound by any employment agreement, restrictive covenant, confidentiality or proprietary information or other agreement that would prohibit or inhibit in any way the full and complete performance by you of your duties hereunder or as President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman Officer of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. Executive shall (a) During the term of your employment hereunder, including any renewal thereof, you agree to serve as Chairman the Vice President & General Manager, Motive Power Division of C&D Technologies, Inc. or in such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder as the President of the BoardCompany may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President and Chief Executive Officer of H▇▇▇▇▇ and shall assume the Company. You also agree to perform such other services and duties consistent with the office or offices in which you are serving and its responsibilities as may from time to time be prescribed by the Board may assign of Directors, and you also agree to serve, if elected, as are consistent with and appropriate for Executive’s positions as Chairman an officer and/or director of the BoardCompany and/or any of the Company's other direct or indirect subsidiaries without additional compensation, President in all cases in conformity to the by-laws of each such corporation. (b) You shall devote your full employment energies, interest, abilities, time and Chief Executive Officer. In additionattention during normal business hours (excluding the vacation periods provided in Section 4(b) below) exclusively to the business and affairs of the Company, Executive agrees to assume such other title or titles or subsidiary appointmentsits parent corporation and subsidiaries, if any, and shall not engage in any activity that conflicts or interferes with the performance of duties hereunder; provided, however, that you may serve on the Board of Directors of Interspiro, AB to the extent that your responsibilities related to that position do not adversely affect your performance of duties hereunder. (c) You agree to cooperate with the Company, including taking such reasonable medical examinations as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with necessary, in the types of duties Executive performs as Chairman of event the Board, President and Chief Executive Officer. Executive Company shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may desire or be required of and from him (such as pursuant to the express and implicit terms of this Agreement, any bank loan or any other agreement) to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week obtain life insurance insuring your life. (and remotely for the remainder of the weekd) andYou shall, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill be subject to the business Company's rules, practices and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled policies applicable to all the Company's senior executive employees. Without limiting the generality of the benefitsforegoing, profits or other issue arising from or incident to all workyou shall, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated with respect to the business Company and its parents, subsidiaries, assets and stockholders, act in a manner consistent with your fiduciary responsibilities as an executive of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. Executive The Employee shall serve be employed as Chairman the Chief Sales Officer and as a Section 16 Officer of the BoardCompany, President shall faithfully and Chief Executive Officer of H▇▇▇▇▇ competently perform such duties as inhere in such position and shall assume also perform and discharge such other executive employment duties and responsibilities as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman CEO of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Company shall from time to time determine. The position shall report to the CEO. Employee shall perform Employee’s duties principally at the Company’s office in Marlborough, Massachusetts (or, with prior approval from the CEO of the Company, the Employee’s home office or other remote location), with such travel to such other locations from time to time as the CEO of the Company may reasonably prescribe and that is mutually agreed upon. Except as may otherwise be assigned approved in advance by the CEO of the Company, and except during vacation periods and reasonable periods of absence due to Executive by H▇▇▇▇▇ sickness, personal injury or other disability or non-profit public service activities, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder. Employee shall render Employee’s business services exclusively to the Company (which are term includes any of its subsidiaries or affiliates). During the Employment Term, Employee shall use Employee’s best efforts, judgment and energy to improve and advance the business and interests of the Company in a manner consistent with the types duties of duties Executive performs as Chairman of Employee’s position. Notwithstanding the Boardforegoing, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ Employee shall be entitled to all participate as a director and investor in other business enterprises and to engage in activities related thereto so long as such participation and activities do not (i) involve a substantial amount of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇Employee’s time, (bii) will in no way interfere with the performance of Executiveimpair Employee’s ability to perform Employee’s duties to H▇▇▇▇▇, under this Agreement or (ciii) will not utilize Confidential Information or Intellectual Property violate the provisions of H▇▇▇▇▇ or Section 12 of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Agreement.

Duties. Executive (a) During the term of employment hereunder, including any Renewal Term hereof, Employee shall I serve as Chairman of and the Board, President and Chief Executive Officer of H▇▇▇▇▇ and Company shall assume such other duties I employ Employee as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer, with such duties, title and responsibilities of a similar or greater nature and stature as those initially undertaken by Employee as the Board of Directors from time to time may determine. In addition, Executive agrees to assume Employee also shall perform such other title services and duties consistent with the office or titles or subsidiary appointments, if any, offices in which Employee is serving and Its responsibilities as from time to time may shall be assigned to Executive prescribed by H▇▇▇▇▇ which are consistent with the types Board of duties Executive performs Directors, and Employee also shall serve, if elected, as Chairman an officer and/or director of any of the BoardCompany's subsidiaries, President and Chief Executive Officer. Executive shall report directly in all cases in conformity to the Board. Executive agrees that he will at all times faithfully, industriously bylaws and to the best of his ability, experience and talents, perform all policies of the duties that may Board of Directors of each such corporation. (b) Employee shall be required of to devote substantially all his business time and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, energies during normal and regular business time, attention, knowledge and skill hours to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefits, profits or other issue arising from or incident to all work, services company and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, its subsidiaries. (c) will not utilize Confidential Information Employee shall cooperate with the Company, including taking such medical examination as the Company reasonably shall deem necessary, if the Company shall desire or Intellectual Property of H▇▇▇▇▇ or be required (such as pursuant to the terms of any client bank loan or any agreement for merger, sale or purchase or any Company medical, disability or life insurance plan) to certify in writing the current state of H▇▇▇▇▇Employee's physical health, Where reasonably possible, the Company shall cooperate with Employee's request to have such examinations performed by his personal physician or another physician reasonably acceptable to Employee. (d) will generally Employee shall be conducted at times other than when Executive is required subject to work for Hudsonthe Company's rules, practices and at places other than H▇▇▇▇▇’▇ business locations or those policies applicable to the Company's senior executive employees, except to the extent the same are inconsistent with any of H▇▇▇▇▇’▇ customers, and the express provisions of this Agreement. (e) will Employee shall not involve H▇▇▇▇▇be required to relocate outside the Orlando, other executives of Hudson, any client of Hudson, or any supplier of Hudson, Florida area in the conduct or the financing of Executive’s business, or order to perform his duties under this Agreement but shall undertake such reasonable business travel as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances may be necessary to perform said duties (for which Employee shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessbe reimbursed pursuant to Section 7 below).

Duties. Executive Employee shall perform the following services for the Company: 3.1 Employee shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume the Company, or in such other duties position as determined by the Company's Board may assign as are consistent with and appropriate for Executive’s positions as Chairman Of Directors (the "Board"), subject to the direction of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent in that capacity shall work with the types of duties Executive performs Company to pursue the Company's plans as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to directed by the Board. "). In the event the Board directs Employee to act in a different capacity other than as the Chief Executive agrees that he Officer will at all times faithfully, industriously effect a non-cause termination of this Agreement and Employee shall be entitled to receive severance equal to the best of his ability, experience and talents, perform all of balance due Employee per the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement. 3.2 During the term of this Agreement, Employee shall devote all of Employee's business time to the reasonable satisfaction performance of H▇▇▇▇▇Employee's duties under this Agreement. Such duties Without limiting the foregoing, Employee shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey perform services on behalf of the Company for at least three days 40 hours per week (and remotely for Employee shall be available at the remainder request of the week) andCompany at other times, except as otherwise provided hereinincluding weekends and holidays, at such other place to meet the needs and requests of the Company's customers. Other than through a change in control, acquisition, consolidation, reorganization or places within or without merger, in the State of New Jersey as H▇▇▇▇▇ shall event the Board directs Employee to act in good faith require or a capacity different than as the interest, needs, business, or opportunities Chief Executive Officer of Hudson shall requirethe Company the employee will have thirty days from the effective date of such directed new capacity to effect a non-cause termination of this Agreement. Executive shall devote full, normal and regular business time, attention, knowledge and skill If Employee elects to effect a non-cause termination of this Agreement pursuant to the business and interest of H▇▇▇▇▇terms hereof, and H▇▇▇▇▇ Employee shall be entitled to all receive severance equal to the balance due Employee per the terms of this Agreement payable on a biweekly basis over the benefitsremaining term of this Agreement. 3.3 During the term of this Agreement, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall Employee will not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided activities or undertake any other commitments that such other business (a) is unrelated conflict with or take priority over Employee's responsibilities and obligations to the business of H▇▇▇▇▇, (b) will in no way interfere with Company and the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ Company's customers, including without limitation those responsibilities and (e) will not involve H▇▇▇▇▇obligations incurred pursuant to this Agreement. 3.4 As an officer of the Company, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in Employee shall have the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessright to review all intercompany charges.

Duties. During the Employment Period, Executive shall serve on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the Company. Executive shall have the title of Chief Strategy Officer commencing as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ Effective Date and shall assume have such other duties as the Board may assign duties, authorities and responsibilities as are consistent with the customary duties, authorities and appropriate responsibilities of such a position for Executive’s positions a public company, and as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Officer may designate from time to time may be assigned to while the Executive by H▇▇▇▇▇ which are consistent with serves as the types of duties Executive performs as Chairman Chief Strategy Officer of the BoardCompany. While Executive is the Chief Strategy Officer of the Company, President and Executive will report directly to the Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform devote substantially all of Executive’s business time and attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the duties Company; provided that may this Section 2 shall not be required interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of and from him pursuant to the express and implicit terms a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of this Agreement, to the reasonable satisfaction directors or similar bodies of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, businessnon-profit organizations, or opportunities (iv) subject to approval by the Board in its sole discretion, participating on boards of Hudson shall require. Executive shall devote fulldirectors or similar bodies of for-profit organizations, normal and regular business timein each case, attention, knowledge and skill to so long as such activities in the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall aggregate do not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way materially interfere with the performance of Executive’s duties to H▇▇▇▇▇and responsibilities hereunder, (b) create a fiduciary conflict, or (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇with respect to (ii), (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customersiii), and (eiv) will not involve H▇▇▇▇▇only, other executives detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of Hudsonthe board of directors of any entity that directly or indirectly, any client of Hudsonthrough one or more intermediaries, controls, or any supplier of Hudson, in the conduct or the financing of Executive’s businessis controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to his election by the shareholders of the Company, serving as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any a member of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessBoard during the Employment Period.

Duties. Executive BEST EFFORTS: INDEMNIFICATION. Employee shall serve as Chairman an executive officer of the BoardCompany as Vice President. Treasurer and Chief Financial Officer, President and subject only to the directions from the, Chief Executive Officer and the Board of H▇▇▇▇▇ Directors of Company. Subject only to the directions of those identified in the preceding sentence. Employee shall have supervision and control over, and sole responsibility for, all financial management of the Company, and shall assume have such other powers and duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as be from time to time may be assigned to prescribed by the Chief Executive by H▇▇▇▇▇ which are consistent with Officer and the types Board of duties Executive performs as Chairman Directors of the BoardCompany, President provided that the nature of' Employee's powers and Chief Executive Officer. Executive duties so prescribed shall report directly to the Board. Executive agrees that he will at not be inconsistent with Employee's position and duties set forth in Exhibit I. Employee shall devote all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge attention and skill energies to the business and interest affairs of H▇▇▇▇▇Company, shall use his best efforts to advance the best interests of Company and H▇▇▇▇▇ shall not during the Term be entitled to all actively engaged in any other business activity, whether or not such business 2 activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the benefits, profits Company and abide by all reasonable Company policies not or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇hereafter existing. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated Subject to the business provisions of H▇▇▇▇▇the Company's Article of Incorporation and Bylaws, each as amended from time to time, Company shall indemnify Employee to the fullest extent permitted by the Business Corporation Act of the State of Florida, as amended from time to time, for all amounts (bincluding without limitation, judgments, fines, settlement payments, expenses and attorney's fees) will incurred or paid by Employee in no way interfere connection with any action, suit, investigation or proceeding arising out of or relating to the performance by Employee of Executive’s duties to H▇▇▇▇▇services for, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ the acting by Employee as a director, officer or of any client of H▇▇▇▇▇employee of, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of HudsonCompany, or any supplier of Hudsonother person or enterprise in good faith at Company's request. Company shall obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to Employee acting, in good faith within his capacities for the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. (a) The Executive shall serve as Chairman agrees that during the Term of Employment, he will hold the office of Chief Operating Officer of the Board, President Company reporting to the Company's Board of Directors and its Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer(CEO). In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. The Executive agrees that he will at all times faithfully, industriously perform faithfully and to the best of his ability, experience ability such duties and talents, perform all assignments relating to the business of the duties Company, as the Board of Directors or the Chief Executive Officer of the Company shall direct and consistent with the his office. The Executive acknowledges and agrees that may be required he shall also serve without additional remuneration as a director of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of HScre▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’.▇▇▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇., the wholly owned subsidiary of the Company. The Company represents to the Executive that the Board of Directors has authorized the making of this Agreement and has approved the appointment of Executive as COO of the Company and a director of Screaming Medi▇.▇▇▇ shall ▇▇▇. (b) If the Board of Directors of the Company so requests, the Executive shall, in good faith require or addition to his duties as COO of the interest, needs, business, or opportunities Company and director of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of HScre▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H.▇▇▇ ▇▇▇▇▇., serve as an officer of one or more subsidiaries of the 2 Company. Part or all of the compensation to which the Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment or payment of the Executive by a subsidiary or subsidiaries shall be guaranteed by the Company and shall not directly relieve the Company from any of its obligations under this Agreement. (c) During the Term of Employment, the Executive shall, except during customary vacation periods and periods of illness, devote all of his business time and attention to the performance of his duties hereunder and to the business and affairs of the Company and its subsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, either during or indirectly in any capacity outside of normal business hours, engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentactivity inimical to such best interests. Notwithstanding the foregoing, Executive may serve as a Director on Boards of organizations which consent will do not be unreasonably withheld compete with the Company and may engage in charitable or civic pursuits provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way service or pursuits do not interfere with Executive's obligations under the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessAgreement.

Duties. Executive The Employee shall serve be employed as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Employer's Datatec Division. Promptly after execution of this Agreement, the Employer shall combine the business operations of the Employer and its subsidiaries, HH Communications Inc., Signatel Ltd., and Datatec, into the Datatec Division, except that the Employer's Strategic Business Units, for management purposes, and its Computer-Aided Software Integration, Inc. subsidiary, for any purposes, shall assume not be included in the Datatec Division. In his capacity as President of the Datatec Division, the Employee shall be responsible for supervising the following functions of the Datatec Division: Sales, customer service, technical support, project management, field service, staging and integration, purchasing, accounting, administration and financial functions. The Employee shall not be responsible for supervising the legal matters of the Datatec Division. The Employee shall also serve as Chief Executive Officer of Datatec and have such other responsibilities and duties as are assigned by the Employer's Board may assign of Directors (the "Board") and as are consistent with and appropriate for Executive’s positions as Chairman the position of President of the Board, President and Chief Executive OfficerDatatec Division. In addition, Executive The Employee agrees to assume such other title or titles or subsidiary appointments, if any, devote his full time and best efforts to the performance of his duties to the Employer. The Employee shall also serve as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman a Director of the BoardEmployer, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously extent elected by the stockholders of Employer Datatec during the initial and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms any extended term of this Agreement; provided, however, that the Employee shall immediately be appointed as a Director of the Employee, to serve in such initial term until the reasonable satisfaction next annual meeting of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder stockholders of the week) and, except as otherwise provided herein, at such other place or places Employer. The Employer shall cause the Board of Directors of each subsidiary within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill Datatec Division to cause its respective executive officers to directly report to the business Employee and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all accede to his authority as President of the benefitsDatatec Division, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive as such authority is employed by H▇▇▇▇▇, Executive shall not directly or indirectly set forth in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Section.

Duties. Executive (1) The Secondee shall serve as Chairman use his best endeavours to promote and protect the interests of the Board, President and Chief Executive Officer of H▇▇▇▇▇ Group and shall assume not do anything which is harmful to those interests. (2) The Secondee shall diligently and faithfully perform such other duties and exercise such powers as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive or vested in him in relation to the conduct and management of the affairs of the Group by H▇▇▇▇▇ which are consistent the CEO. The CEO may also suspend all or any of the Secondee's duties and powers for such periods and on such terms as he considers expedient (including a term that the Secondee shall not attend at the Company's premises). (3) The Secondee shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all proper instructions of the CEO. (4) The Secondee shall have the power and the authority to act in accordance with the types instructions of duties Executive performs as Chairman and within the limits prescribed by the CEO. (5) The Secondee shall comply with all codes of conduct from time to time adopted by the BoardCompany and with all applicable laws, President rules and Chief Executive Officer. Executive shall report directly regulations applicable to the Board. Executive agrees that Company. (6) The Secondee shall (unless prevented by sickness, disability or otherwise directed by the CEO) devote the whole of his time during normal business hours to his duties under those General Terms and Conditions and such additional time as is necessary for the proper fulfilment of those duties. (7) The Secondee's salary shall be inclusive of any fees receivable by him as a director of any Group Company and if the Secondee receives any such fees in addition to his salary he will at all times faithfully, industriously and shall pay them to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week Company. (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive 8) The Secondee shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any capacity engage manner in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are publicly traded on a recognized investment exchange and if the Secondee (together with his spouse, children, parents and parents' issue) neither holds nor is unrelated to beneficially interested in more than five per cent of the business securities of H▇▇▇▇▇, that class; or (b) will in no way interfere with the performance consent in writing of Executive’s duties the Company which may be given subject to H▇▇▇▇▇, (c) will not utilize Confidential Information any terms or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in conditions which the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany requires.

Duties. Executive shall serve From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee and the Employee agrees to be employed by the Company, as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company 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 assume such other duties as take direction from the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of Directors of the Board, Company. The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President and or the position of Chief Executive Officer. In additionDuring the Term of this Employment Agreement (as defined in Section 2 below), Executive the Employee agrees to assume such other title or titles or subsidiary appointments, if any, as from devote substantially all of his working time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent the position he holds with the types of duties Executive performs as Chairman of the Board, President Company and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously industriously, and to the best of his ability, experience and talentstalent, perform all the duties which are assigned to him. The Employee shall observe and abide by the reasonable corporate policies and decisions of the duties that may be required of Company in all business matters. The Employee represents and from him pursuant warrants to the express Company that Exhibit A attached hereto sets forth a true and implicit terms complete list of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to all offices, directorships and other positions held by the business of H▇▇▇▇▇, Employee in corporations and firms other than the Company and its subsidiaries and (b) 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 their class and real estate). The Employee will in no way interfere with promptly notify the performance Board of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property Directors of H▇▇▇▇▇ or the Company of any client additional positions undertaken or investments made by the Employee during the Term of H▇▇▇▇▇this Employment Agreement if they are of a type which, (d) will generally 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 conducted at times other than when Executive is required deemed to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those be a breach of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Employment Agreement.

Duties. (A) THE Executive agrees that during the continuance of this Agreement he will hold such offices or positions within the Company, and perform such duties and assignments relating to the business of the Company as the Board of Directors or its Chairman shall direct except that the Executive shall not be required to hold any office or position or to perform any duties of assignment inconsistent with his experience and qualifications or not customarily performed by an officer of the company. (B) The Executive shall serve as Chairman an officer of or perform services for one or more subsidiary or associated company of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties Company as the Board may assign as of Directors or its Chairman so directs provided that the duties of such offices are consistent not inconsistent with the Executive's experience and appropriate for Executive’s positions as Chairman qualifications and are duties customarily performed by an officer of the Board, President and Chief Company. The Executive Officer. In addition, Executive hereby agrees to assume such other title or titles or subsidiary appointments, if any, as that the Company shall be entitled from time to time may to second the Executive to any subsidiary or associated company of the Company without prejudice to the rights of the Executive hereunder or the other provisions of this Agreement and the Company shall be assigned at liberty to Executive by H▇▇▇▇▇ which are consistent appoint other persons to act jointly with the types Executive whether in such secondment or in his normal duties hereunder. (C) During the continuance of duties this Agreement the Executive performs as Chairman shall, except during customary periods of the Boardholiday and periods of illness, President devote all of his business time and Chief Executive Officer. Executive shall report directly attention to the Board. Executive agrees that he will at all times faithfully, industriously and to the best performance of his ability, experience duties hereunder and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefits, profits or other issue arising from or incident Company and its subsidiary and associated companies and to all work, services promoting the best interests of the Company and advice of Executive performed for H▇▇▇▇▇its subsidiary and associated companies. Executive agrees that while Executive is employed by H▇▇▇▇▇, 3 (D) The Executive shall not during the continuance of his employment hereunder (except as a representative of the Company or with the consent in writing of the Board of Directors of the Company) be directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information engaged or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, concerned in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation business nor shall he be directly or other entity that is engaged indirectly interested in any such business competitive with save through his holding or being interested in investments (quoted or unquoted) not representing more than five per cent of the same business as issued investments of any class of H▇▇▇▇▇’▇ businessany one company.

Duties. Executive shall 3.1 During the term of your employment hereunder, including any renewal thereof, you agree to serve as Chairman the Vice President-Corporate Services and Corporate Counsel or in such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder as the President of the BoardCompany may from time to time determine. Your duties may be changed at any time and from time to time hereafter, President upon mutual agreement, in a manner appropriate to the Company for the times and Chief Executive Officer of H▇▇▇▇▇ and shall assume circumstances for which the change is to be made. You also agree to perform such other services and duties consistent with the office or offices in which you are serving as its responsibilities as may from time to time be prescribed by the Board may assign of Directors, and you also agree to serve, if elected as are consistent with and appropriate for Executive’s positions as Chairman an officer and/or director of the BoardCompany, President and/or any of the Company's other direct or indirect subsidiaries, in all cases in conformity to the by-laws of each such corporation. Unless you otherwise agree, you will not be required to relocate from the Company's headquarters in the Plymouth Meeting, Pennsylvania area. 3.2 You shall devote your full employment energies, interest, abilities, time and Chief Executive Officer. In additionattention during normal business hours (excluding the vacation periods provided in Section 4.2 below) exclusively to the business and affairs of the Company, Executive agrees to assume such other title or titles or subsidiary appointmentsits parent corporation and subsidiaries, if any, and shall not engage in any activity which conflicts or interferes with the performance of duties hereunder. 3.3 You agree to cooperate with the Company, including taking such reasonable medical examinations as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with necessary, in the types of duties Executive performs as Chairman of event the Board, President and Chief Executive Officer. Executive Company shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may desire or be required of and from him (such as pursuant to the express and implicit terms of this Agreement, any bank loan or any other agreement) to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) andobtain life insurance insuring your life. 3.4 You shall, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill be subject to the business Company's rules, practices and interest of H▇▇▇▇▇policies applicable to the Company's senior executive employees. Without limiting the August 15, and H▇▇▇▇▇ shall be entitled to all 1995 Page 4 generality of the benefitsforegoing, profits or other issue arising from or incident to all workyou shall, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated with respect to the business Company and its parents, subsidiaries, assets and stockholders, act in a manner consistent with your fiduciary responsibilities as an executive of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. Executive (a) The Employee shall be nominated for the position of Vice-Chairman of the Board of Directors and shall serve as Chief Administrative Officer of the Company or such other position as may be agreed between the Employee and the Company, and shall perform such duties, services and responsibilities as are consistent with such positions, including the general management and supervision of the business and personnel of the Company and its subsidiaries. The Employee's duties, services and responsibilities will be performed under the overall supervision of the Chairman of the Board, President Board and Chief Executive Officer of H▇▇▇▇▇ the Company and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman policies of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best Board of his ability, experience and talents, perform all Directors of the duties that may be required Company (the "Board of and from him pursuant to Directors"). (b) During the express and implicit terms of this AgreementEmployment Term (as hereinafter defined), to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive Employee shall devote full, normal and regular his full business time, attention, knowledge attention and skill to the business and interest performance of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all worksuch duties, services and advice responsibilities, and will use his best efforts to promote the interests of Executive performed for H▇▇▇▇▇the Company. Executive agrees that while Executive is employed by H▇▇▇▇▇The Employee will not, Executive shall not directly or indirectly in any capacity without the prior written approval of the Board of Directors, engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activity which would interfere with the performance of Executive’s duties his duties, services and responsibilities hereunder or which is in violation of policies established from time to H▇▇▇▇▇time by the Company. The foregoing shall not be construed to prohibit (i) the Employee's service as a member of the board of directors or as an officer of any non-profit trade association or civic, educational or charitable organization, or (ii) subject to the following proviso and the provisions of Section 8(b), the Employee from making personal investments of a passive nature; provided that such service or investments by the Employee do not materially interfere with the performance by the Employee of his duties, services and responsibilities hereunder. (c) will not utilize Confidential Information or Intellectual Property During the Employment Term, the Employee shall be based at the Company's principal executive offices in Wayne, New Jersey, which executive offices may be relocated within a 100-mile radius of H▇▇▇▇▇ or the Company's existing executive offices (such 100 mile radius of any client of H▇▇▇▇▇Wayne, (d) will generally be conducted at times other than when Executive is New Jersey, constituting the "Principal Office City"), except for reasonably required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, travel in the conduct or the financing performance of Executive’s businesshis duties, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessand responsibilities hereunder.

Duties. Executive During the Term of Employment, the Employee shall serve as Chairman the Company’s Executive Vice President and General Counsel, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the positions of Executive Vice President and General Counsel and as the Company may, from time to time, require of her, including, but not limited to, the performance of such functions and duties for the Company’s subsidiaries or affiliates (the Company and the foregoing entities being referred to herein collectively as the “Avatar Entities” and each as an “Avatar Entity”), subject to the direction of the BoardCompany’s Board of Directors. The Employee shall serve the Company faithfully, President conscientiously and Chief Executive Officer to the best of Hthe Employee’s ability and shall promote the interests and reputation of the Company. Except as expressly provided herein, unless prevented by sickness or disability, the Employee shall devote all of her time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee’s duties may reasonably require, to the duties of the Employee’s employment. The principal place of employment of the Employee shall be the principal executive offices of the Company and/or such other location within fifty (50) miles of Company’s current principal place of business as shall be necessary for the Employee to discharge the Employee’s duties hereunder. The Employee acknowledges that in the course of employment the Employee may be required, from time to time, to travel on behalf of the Company. Notwithstanding the foregoing, the Employee shall be permitted to assist ▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly LLP on any transition matters relating to the Board. Executive agrees Employee’s current files and clients so long as such assistance does not adversely affect the Employee’s performance of her duties and so long as the Employee receives no compensation for such assistance; provided, however, that he will at all times faithfully, industriously and to nothing in this Agreement shall prohibit or in any way limit the best of his ability, experience and talents, perform all of the duties that may be required of and Employee from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of Hreceiving compensation from ▇▇▇▇▇ ▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff LakeLLP for services performed by the Employee on or prior to December 31, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ business2006.

Duties. (a) During the Employment Period, the Executive (i) shall serve as Chairman Chief Operating Officer of the BoardCompany, President and Chief Executive Officer of H▇▇▇▇▇ and (ii) shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Boardreport directly to David Mitch, President and Chief Executive Officer. In addition, or another person designated by the Company (the “Supervising Officer”), (iii) shall, subject to and in accordance with the authority and direction of the Supervising Officer, have such authority and perform such duties as may be assigned to the Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President Supervising Officer and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the weekiv) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business such time, attention, knowledge and skill to the operation of the business and interest affairs of H▇▇▇▇▇the Company as shall be necessary to perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Company’s offices in Houston, Texas, unless another principal place of performance is agreed in writing among the parties, and H▇▇▇▇▇ shall except for required travel by the Executive on the Company’s business or as may be entitled reasonably required by the Company. (b) Notwithstanding the foregoing, it is understood during the Employment Period, subject to all any conflict of interest policies of the benefitsCompany, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly may serve in any capacity engage in with any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentcivic, which consent will not be unreasonably withheld charitable, educational or professional organization provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way service does not materially interfere with the performance of Executive’s duties to H▇▇▇▇▇, and responsibilities hereunder. (c) Executive represents to the Company that he does not have any obligations to or agreements with other persons or entities (regardless of whether Executive believes such obligations or agreements to be enforceable or valid) which may prevent or in any way restrict him from performing his duties as stated in this Agreement. Executive understands and agrees that he may not, and represents that he will not utilize Confidential Information not, use in connection with his employment with the Company, or Intellectual Property disclose to the Company or any of H▇▇▇▇▇ its employees, officers or directors, any information, documents, data, records, drawings, schematics, specifications, files, correspondence or other material of any client of H▇▇▇▇▇kind, (d) will generally be conducted at times other than when Executive is required whether in electronic or hard copy format, belonging to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessprevious employer.

Duties. 2.1 The Employee is employed as the Management Services Officer of the Bank and the Company, subject to the direction of the Chief Executive shall serve as Chairman Officer and President of the Employer, must perform and discharge well and faithfully the duties which may be 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 duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee must: (a) devote substantially all of the Employee's time, energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; and (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer and President of the Employer. 2.3 Without the approval of the Board, President the Employee must devote the Employee's entire business time, attention and Chief Executive Officer energies to the Business of H▇▇▇▇▇ the Employer and shall assume must 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 duties pecuniary advantage; but this will not be construed as preventing the Employee from: (a) investing the Employee's personal assets in businesses which 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 in any corporation whose securities are regularly traded provided that such purchase will not result in the Employee 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 may assign as are consistent with and appropriate for Executive’s positions as Chairman approves of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly activities prior to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall Employee's engaging in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthem.

Duties. Executive shall (a) During the term of your employment hereunder, including any renewal thereof, you agree to serve as Chairman the Vice President, Technology or in such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder as the President of the BoardCompany may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the President and Chief Executive Officer of H▇▇▇▇▇ and shall assume the Company. You also agree to perform such other services and duties consistent with the office or offices in which you are serving and its responsibilities as may from time to time be prescribed by the Board may assign of Directors, and you also agree to serve, if elected, as are consistent with and appropriate for Executive’s positions as Chairman an officer and/or director of the BoardCompany and/or any of the Company's other direct or indirect subsidiaries without additional compensation, President in all cases in conformity to the by-laws of each such corporation. Unless you otherwise agree, you shall not be required to relocate your place of business to a location that would increase your commuting distance by greater than 25 miles. (b) You shall devote your full employment energies, interest, abilities, time and Chief Executive Officer. In additionattention during normal business hours (excluding the vacation periods provided in Section 4(b) below) exclusively to the business and affairs of the Company, Executive agrees to assume such other title or titles or subsidiary appointmentsits parent corporation and subsidiaries, if any, and shall not engage in any activity that conflicts or interferes with the performance of duties hereunder. (c) You agree to cooperate with the Company, including taking such reasonable medical examinations as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with necessary, in the types of duties Executive performs as Chairman of event the Board, President and Chief Executive Officer. Executive Company shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may desire or be required of and from him (such as pursuant to the express and implicit terms of this Agreement, any bank loan or any other agreement) to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week obtain life insurance insuring your life. (and remotely for the remainder of the weekd) andYou shall, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill be subject to the business Company's rules, practices and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled policies applicable to all the Company's senior executive employees. Without limiting the generality of the benefitsforegoing, profits or other issue arising from or incident to all workyou shall, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated with respect to the business Company and its parents, subsidiaries, assets and stockholders, act in a manner consistent with your fiduciary responsibilities as an executive of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. During the Employment Period, Executive shall serve devote Executive’s full business time, energy and talent to serving, (i) from the Effective Date through September 30, 2021, as Chairman of the Board, Senior Vice President and Chief Executive Accounting Officer of H▇▇▇▇▇ the Company and shall assume such other duties the Bank, (ii) from October 1, 2021 through December 31, 2021, as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, Senior Vice President and Chief Accounting Officer of the Company and the Executive Officer. In additionVice President and Chief Financial Officer of the Bank, Executive agrees to assume such other title or titles or subsidiary appointmentsand (iii) from January 1, if any2022 through the remainder of the Employment Period, as from time the Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer the Bank. Executive shall continue to time report to the current Chief Financial Officer (“CFO”) of the Company through December 31, 2021, and thereafter, to the Chief Executive Officer (the “CEO”) of the Company. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by H▇▇▇▇▇ which the CEO (or CFO, as applicable), and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are consistent with inherent to the types undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Term following October 1, 2021, Executive shall be nominated to serve as a member of the Bank’s board of directors. Executive shall perform the duties required by this Agreement at the Company’s principal headquarters, unless the nature of such duties requires otherwise. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive performs as Chairman may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature to the extent such activities do not, in the judgment of the Board, President and Chief Executive Officer. Executive shall report directly to inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any material way with the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all business of the duties Company or an Affiliate; provided, however, that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in serve on the board of directors of any business (other than H▇▇▇▇▇’▇ the Company or an Affiliate) or hold any other position with any business without H▇▇▇▇▇’▇ receiving the prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to of the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessBoard.

Duties. (a) The Executive has been elected as a Senior Vice President of the Company, and he agrees to serve as such during each year of the term of this Agreement that he is elected to such office and until his successor is elected and qualified. If at any time prior to the expiration of this Agreement, the Board of Directors of the Company shall fail to reelect Executive as a Senior Vice President at the Company'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 date of such meeting. During said ninety-day (90-day) period the Executive shall serve 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 duties not inconsistent with the provisions hereof as Chairman 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 PAGE of the BoardCompany and each of its subsidiaries of which he shall then be a director and/or officer. Notwithstanding any such termination, President 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 a period of two (2) years after the date of such termination, payable in monthly installments, and Chief (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 Officer from accepting other employment with the Company or otherwise after the effective date of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, termination. (b) The Executive agrees to assume such other title or titles or subsidiary appointmentsdevote his entire business time, if any, as from time attention and services exclusively to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman business and affairs of the Board, President Company and Chief Executive Officer. Executive shall report directly its subsidiaries and to the Board. Executive agrees that he will at all times faithfully, industriously perform his duties with fidelity and to the best of his ability, experience . Executive may accept directorships on the Board of Directors of profit and talents, perform all nonprofit corporations with the prior consent of the duties that may be required Board of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder Directors of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. Executive shall serve as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly 2.1 Without prejudice to the Board. duties imposed by law, the Executive agrees that he will at all times faithfullyshall, industriously and to the best of his his/her ability, experience promote, develop and talents, perform all further the interests of the duties Company, comply with all applicable legal requirements and the Company’s applicable policies and procedures that may be required of and from him pursuant have been furnished to him/her, and, subject to the express and implicit terms of this Agreement, shall devote his/her full working time to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (business and remotely for the remainder affairs of the weekCompany. This Agreement shall not be construed as preventing the Executive from engaging in charitable and community affairs, participating in industry trade association activities, or giving attention to his/her or his/her family’s passive investments, provided that such activities do not unreasonably interfere with the Executive’s duties and responsibilities to the Company. Passive investments shall mean publicly traded stocks, bonds, retirement funds or other similar investments, including investments in privately held companies so long as any such investment does not require any material amount of time or attention of the Executive during the work day. 2.2 The Executive shall report to the Chief Executive Officer (CEO) andof the Company and the Executive shall perform such duties and exercise his/her powers, except authorities and decisions, consistent with his/her position as otherwise provided herein, at the Executive as well as any such other place or places within or without duties and responsibilities as determined by the State of New Jersey as H▇CEO in his/her sole discretion from time to time, within/under the conditions and restrictions, delegated to the Executive by the CEO. Allarity Employment Agreement_Jens ▇▇▇▇ shall in good faith require or as Knudsen_Dec. 7, 2021 3 2.3 Subject to the interestdirectives of the CEO and the terms of this Agreement, needs, business, or opportunities of Hudson shall require. the Executive shall devote fulldo all acts and things in the ordinary course of business of the Company consistent with his/her position as Executive, normal and regular business time, attention, knowledge and skill which may be necessary or conducive to the business and interest of H▇▇▇▇▇the Company and in particular, but without prejudice to the generality of the foregoing, the Executive shall be responsible for the day-to-day advancement of the Company’s business goals and activities within their area of responsibility, and H▇▇▇▇▇ shall be entitled to all participate as part of executive management of the benefitsCompany. 2.4 The day-to-day responsibilities of the Executive do not include decisions/acts, profits or other issue arising from or incident to all workwhich, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated compared to the business of H▇▇▇▇▇the Company or the specific situation of the Company, (b) will are considered outside of the ordinary conduct of business and reasonably would be expected to have material impact on the business of the Company. Such decisions/acts must always be submitted to the CEO and the Board of Directors for prior approval, unless such approval cannot be awaited without the business of the Company being subject or exposed to a material adverse impact therefrom. In the event that prior approval has not been obtained, the CEO and the Board of Directors must be informed in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or writing of any client decisions/acts made as soon as practicable. 2.5 The Executive shall be responsible, as soon as practicable after he/she becomes aware thereof, for adequately informing the CEO and the Board of H▇▇▇▇▇, (d) will generally Directors of any facts that reasonably would be conducted at times other than when Executive is required expected to work for Hudson, have a material impact on the Company’s business activities and at places other than H▇▇▇▇▇’▇ business locations or those that have not previously been disclosed to the CEO and the Board of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessDirectors.

Duties. Mutual shall continue to employ Executive during the Employment Period as its President and Chief Executive Officer, and Executive shall serve have the authority, duties, and responsibilities as Chairman are commensurate and consistent with such position and title, and as provided in, Mutual's by-laws. The Parties acknowledge that as of the BoardAgreement Date, Executive also serves as President and Chief Executive Officer of H▇▇▇▇▇ Life. It is contemplated that, in connection with each annual meeting or action by written consent in lieu thereof of members (or, after any Demutualization, stockholders or their equivalent) of Mutual and shall assume such other duties as of Life during the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of Employment Period, the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointmentsmembers (or, if anyapplicable, as from time stockholders) of Mutual and of Life, respectively will elect Executive to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officertheir respective Boards. Executive shall report directly solely to the BoardBoard of Mutual. During the Employment Period, Executive agrees that he will at all times faithfullyshall be the most senior executive of Mutual and shall have broad discretion and authority to manage and direct the day-to-day affairs and operations of the Companies in compliance with applicable law, industriously and including the sole authority to direct the strategic direction of the Companies, except to the best extent required in connection with the exercise by the Board of his abilityits corporate governance duties and responsibilities under Mutual's by-laws and other applicable law. During the Employment Period, experience and talents, perform all Executive shall follow the directives of the duties that Board and shall meet with the Board on a periodic basis sufficient to enable the Board to fulfill its corporate governance responsibilities. All operating, staff, other executives, and divisions of the Companies, excluding the governmental relations department which may be required of and from him pursuant at the Board's discretion report to the express Board or its delegate, shall report solely to Executive, either directly or indirectly through subordinates of Executive who report to Executive. During the Employment Period, Executive shall perform the duties assigned to him hereunder, and, subject to Section 2.2, shall devote his till business time, attention and implicit terms effort, excluding any periods of this Agreementdisability, vacation, or sick leave to which Executive is entitled, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder affairs of the week) and, except as otherwise provided herein, at such other place or places within or without Companies and shall use his best efforts to promote the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all interests of the benefits, profits or other issue arising from or incident Companies. The Executive acknowledges that his business time is not limited to all work, services and advice a fixed number of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesshours per week.

Duties. Executive shall serve In his capacity as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ Company, Employee shall perform such reasonable executive duties as the President and shall assume Chief Executive Officer of a public company of the size and scope of Company would normally perform or as otherwise specified in the Bylaws of Company, and such other reasonable executive duties as the Board of Directors of Company (the “Board”) may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent reasonably prescribe with the types concurrence of duties Executive performs as Employee. Employee shall report directly and solely to the Chairman of the Board, President Board and Chief Executive Officer. Executive shall report directly collectively to the Board. Executive agrees that he will at all times faithfully, industriously and to It is the best of his ability, experience and talents, perform all intention of the duties parties hereto that may be required of and from him pursuant Employee shall continue to serve on the express and implicit terms of this Agreement, to Board during the reasonable satisfaction of H▇▇▇▇▇Employment Term (as defined in Section 3 below). Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except Except as otherwise provided herein, at such except as may otherwise be approved by the Board, and except during vacation periods and reasonable periods due to sickness, personal injury or other place or places within or without disability, Employee agrees to devote substantially all of his available time to the State performance of New Jersey as H▇▇▇▇▇ his duties to Company hereunder, provided that nothing contained herein shall in good faith require preclude Employee from (i) serving on the board of directors of, or as an advisor to, any business or corporation on which he is serving on the interestdate hereof or, needswith the consent of the Board, businessserving on the board of directors of any other business or corporation, (ii) serving on the board of, or opportunities of Hudson shall require. Executive shall devote fullworking for, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇any charitable or community organization, and H▇▇▇▇▇ shall be entitled to all of the benefits(iii) pursuing his personal financial and legal affairs, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall so long as such activities do not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way materially interfere with the performance of ExecutiveEmployee’s duties to H▇▇▇▇▇hereunder. Notwithstanding clause (i) in the previous sentence, (cA) will not utilize Confidential Information the Board reserves the right to review and approve continuation in any existing or Intellectual Property of H▇▇▇▇▇ other board or of advisory services at any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customerstime during the Employment Term, and (eB) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, Employee shall immediately notify the Board in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services event that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or the activities set forth in the same business as any immediately previous sentence materially interfere with the performance of H▇▇▇▇▇’▇ businessEmployee’s duties hereunder.

Duties. 4.1 During the Appointment the Executive shall serve as Chairman of be responsible directly to the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company and shall assume perform such other duties and exercise such powers and functions as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be reasonably assigned to or vested in him by the Chief Executive by H▇▇▇▇▇ which are Officer consistent with the types usual duties of duties a Chief Financial Officer (or such other capacity as the Company and the Executive performs as Chairman shall agree from time to time). The Executive shall unless prevented by ill health, devote the whole of his business time and attention, endeavours and abilities to promoting the interests of the Board, President Company and Chief Executive Officershall not engage in any activity which may be or may become harmful to or contrary to the interests of the Company. The Executive shall report directly to promote the interests of the Company and shall obey all and any lawful and reasonable directions of the Chie Executive Officer and the Board. Executive agrees that he will at all times faithfully, industriously and to . 4.2 During the best of his ability, experience and talents, perform all of Appointment the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not without the written consent of the Board (such consent not to be unreasonably withheld): 4.2.1 be engaged or interested either directly or indirectly in any capacity engage in any trade business or occupation whatsoever other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will the Business of the Company or the Group provided that the Executive shall not be unreasonably withheld prohibited from (a) holding whether directly or indirectly up to 3% of the shares or stock of any class of any company listed on a recognised stock exchange or the Alternative Investment Market or (b) serving in a non-executive capacity on the board of directors of one or more other companies (provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activity does not interfere with the performance of the Executive’s duties 's obligations under this Agreement); or 4.2.2 pledge the credit of the Company or any Group company other than in the day to H▇▇▇▇▇day running of the Business or enter into any contracts or obligations involving the Company or any Group company in major or substantial commitments. 4.3 The Executive shall, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or during the Appointment, comply with the Company's/Group's guidelines in dealings in securities, the rules of any client Model Code for transactions in securities applicable to the Company or the Group as a result of H▇▇▇▇▇listing on any recognised stock exchange from time to time and any other applicable law or regulations applying to dealings in shares of the Company or any Group Company. 4.4 During the Appointment the Company shall not be obliged to provide the Executive with work. The Company shall be entitled, (d) will generally be conducted at times other than when any time during which the Executive is required absent due to work for Hudsonincapacity or suspension or during all or any part of any period of time constituting the notice period with respect to a termination of the Appointment, and to appoint another person to act jointly with the Executive in any capacity in which the Executive may be employed. 4.5 The Company may at places other than H▇▇▇▇▇’▇ business locations any time suspend the Executive from the performance of all or those some of H▇▇▇▇▇’▇ his duties, exclude him from any premises of the Company, exclude him from contact with customers, suppliers or employees upon written notice to the Executive (the "Suspension Notice") and may not give any reason for so doing, such suspension or exclusion being limited to all or part of any period of notice given by either party to terminate the Appointment. The Executive's salary and benefits will continue to be payable during such suspension or exclusion until the expiration of the period of notice given by either party to terminate the Appointment. Except for the requirement to work, the Executive's express and implied duties owed to the Company (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, whether in this agreement or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, under common law or otherwise. Under no circumstances ) shall continue during any such period of suspension or exclusion on the basis as they applied immediately prior to the suspension or exclusion including, without limitation, clause 4.2.1 above, provided that for purposes of the restrictive covenants set forth in Schedule 2, the date of termination of the Appointment shall be deemed to be the date of the Suspension Notice. 4.6 The Executive render hereby warrants to the Company that by entering into this Agreement and performing the duties hereunder he shall not be in breach of any services that are competitive with any express or implied terms of H▇▇▇▇▇’▇ business, or that are for any other person, corporation contract or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessobligation binding on him.

Duties. Executive shall serve The Company does hereby employ and engage the Employee as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company and shall assume 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 may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Directors shall specify from time to time and as provided in the Bylaws of the Company, as the same may be assigned amended from time to time, and shall entail those duties customarily performed by a Chief Executive by H▇▇▇▇▇ which are consistent Officer of a company with the types a sales volume and number of duties Executive performs as Chairman employees commensurate with those of the BoardCompany. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, President and Chief Executive Officer. Executive shall report directly subject to the Boardgeneral supervision and control of the Company's Board of Directors. Executive agrees that he will at all times faithfully, industriously The Employee shall be responsible and report only to the Company'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 and managerial duties, responsibilities or positions as it deems in the Company's best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇interest. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive The Employee shall devote his full, normal and regular business time, -time attention, knowledge energy and skill during normal business hours to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefitsCompany and shall not, profits or other issue arising from or incident to all workduring the Employment Term (as that term is defined below), services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly be actively engaged in any capacity engage other business activity, except with the prior written consent of the Company's Board of Directors; provided, however, that in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that event any such other business activity will not: (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way adversely affect or materially interfere with the performance of Executive’s the Employee's duties to H▇▇▇▇▇and responsibilities hereunder, (b) involve a conflict of interest with the Company or (c) will not utilize Confidential Information or Intellectual Property involve activities competitive with the business of H▇▇▇▇▇ or the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs, (ii) act as a director of any client corporation or organization outside of H▇▇▇▇▇the Company, not to exceed three (d3) will generally be conducted at times other than when Executive in number, that is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customersnot in competition with the Company, and (eiii) will not involve H▇▇▇▇▇, other executives make investments of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged character in any business competitive not in competition with the Company or any of its subsidiaries or divisions and manage such investment (but not be involved in the same day-to-day operations of any such business), provided, however, no such business as any shall place the Employee in a conflict of H▇▇▇▇▇’▇ businessinterest with the Company or interfere with the performance of the Employee's duties and responsibilities under this Agreement.

Duties. (a) During the Period of Employment (as defined in Section 3), Executive shall serve as Chairman of the BoardCompany in such positions fully, President diligently, competently, and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent in conformity with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms provisions of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder directives of the week) andChief Executive Officer and the Board of Directors of the Company (the “Board”), except and the corporate policies of the Company as otherwise provided hereinthey presently exist, at and as such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interestpolicies may be amended, needsmodified, businesschanged, or opportunities adopted during the Period of Hudson Employment, and Executive shall requirehave duties and authority consistent with Executive’s position as an Executive Vice President and President, North American Operations. If requested by the Company, Executive shall also serve as a member of the Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote full, normal and regular her full business time, attentionenergy, knowledge and skill to the business performance of her duties for the Company, vacations and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇leave authorized under this Agreement excepted. Executive agrees that while Executive is employed by H▇▇▇▇▇The foregoing notwithstanding, Executive shall not directly or indirectly be permitted to (i) engage in charitable and community affairs, and (ii) to make investments of any capacity engage character in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will or businesses and to manage such investments (but not be unreasonably withheld provided involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activities do not interfere with the performance of Executive’s duties hereunder or conflict with the provisions of Sections 14 and 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 H▇▇▇▇▇, the commencement of such service. (c) will not utilize Confidential Information or Intellectual Property Executive shall exercise due diligence and care in the performance of H▇▇▇▇▇ or her duties for and the fulfillment of any client of H▇▇▇▇▇, her obligations to the Company under this Agreement. (d) will generally be conducted at times During the Period of Employment, the Company shall furnish Executive with office, secretarial and other than when facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with her position as an Executive is required to work for HudsonVice President and President, and at places other than H▇▇▇▇▇’▇ business locations or those North American Operations, of H▇▇▇▇▇’▇ customers, and the Company. (e) will not involve H▇▇▇▇▇, other executives Executive hereby represents to the Company that the execution and delivery of Hudson, any client of Hudson, or any supplier of Hudson, in this Agreement by Executive and the conduct or Company and the financing performance by Executive of Executive’s businessduties hereunder shall not constitute a breach of, or as customersotherwise contravene, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render the terms of any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation employment or other entity that agreement or policy to which Executive is engaged in any business competitive with a party or in the same business as any of H▇▇▇▇▇’▇ businessotherwise bound.

Duties. Executive shall serve as Chairman of During the Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms term of this Agreement, the Employee shall devote the Employee’s full time, attention and energies and to use the reasonable satisfaction Employee’s best efforts to further the interests of H▇▇▇▇▇the Corporation and to perform such services for the Corporation as is consistent with the Employee’s position, and as directed, from time to time, by the Corporation, including, but not limited to, by the Board of Directors of the Corporation. Such duties During the term of this Agreement, Employee shall use such titles as assigned and approved by the Corporation. Employee’s title shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (President and remotely for the remainder Chief Operating Officer. As of the week) anddate of this Agreement, Employee holds the title of Chief Financial Officer of the Corporation. Employee understands and agrees that it is the Corporation’s intention to hire a Chief Financial Officer to replace Employee as Chief Financial Officer. However, until the Corporation has selected and appointed a Chief Financial Officer to replace Employee as Chief Financial Officer, Employee shall continue to hold the title of Chief Financial Officer and fulfill the responsibilities of such position and Employee hereby understands and agrees that he shall relinquish such title upon the selection of a new Chief Financial Officer; provided that the relinquishment of such title shall not in any way constitute a Termination for Material Reason (as hereinafter defined). The Employee shall not, during the term hereof, be employed or involved in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, except for (i) volunteer services for or on behalf of such religious, educational, non-profit and/or other eleemosynary organization as otherwise provided hereinEmployee may wish to serve as approved by the Corporation, at (ii) service as a director of for-profit business activities as approved by the Corporation, and (iii) such other place activities as may be specifically approved by the Corporation. This restriction shall not, however, preclude the Employee, unless otherwise in violations of any applicable law or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interestregulation, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all from (x) owning less than 2% of the benefitstotal outstanding shares of a publicly traded company, profits (y) investing in real estate as a limited or other issue arising from otherwise passive partner or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly (z) employment in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to with Affiliates of the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCorporation.

Duties. Executive (a) You shall serve as Chairman President and Chief Operating Officer of the BoardCompany. Subject to the travel needs of the Company, President and You shall work in the Company’s New York, New York office, or such other location as may be designated by the Company from time to time. You will report to the Chief Executive Officer of H▇▇▇▇▇ and shall assume Viggle, or such other duties person as may be designated by the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Company from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officertime. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive You shall devote full, normal and regular business time, attention, knowledge and skill Your full working time to the business and interest affairs of H▇▇▇▇▇, the Company and H▇▇▇▇▇ to the fulfillment of the duties under this Agreement in a diligent and competent fashion. (b) The Company acknowledges and agrees that during the Term: (i) You may continue or commence service as a director and officer (or in a similar capacity) on the governing or advisory board of other business entities whose business is not competitive with that of the Company or any of its subsidiaries and shall not involve a time commitment which shall impair Your ability to perform the duties required hereunder; and (ii) You agree that Your commencement or continuation of service as described in this Agreement shall be entitled subject to all the review and approval of the benefitsCompany’s Board of Directors (the “Board”) (based on the criteria of competitiveness and time commitment), profits so long as the Board’s discretion is not applied unreasonably. If the Board withdraws its approval for the continuation of Your service as described in Section 2(b)(i), You agree that You shall promptly resign from such position. You and the Company agree that nothing in this Section 2(b) applies to Your membership or other issue arising from contribution of Your non-working time or incident services, in a non-remunerative capacity, to all workany: charitable or educational organization, services foundation, or association; political organization or campaign; religious group, foundation, or organization; or non-profit trade, professional, community, or recreational organization orclub, so long as the purpose or aim of any such organization presents no conflict with the business of the Company or any of its subsidiaries, as determined by the Board. (c) The Company acknowledges and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇during the Term, Executive shall not directly or indirectly in any capacity engage in any You may devote a portion of Your business other than H▇▇▇▇▇’▇ time to personal investments and outside business without H▇▇▇▇▇’▇ prior written consentcommitments, which consent will not be unreasonably withheld provided that such other business provided, however that: (a) is unrelated to such activities do not conflict with the business of H▇▇▇▇▇the Company or any of its subsidiaries, (b) will in no way interfere such activities do not interfere, directly or indirectly, with the performance of Executive’s duties to H▇▇▇▇▇Your obligations under this agreement, and (c) will such activities do not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or result in a breach by the Company of any client non-competition or any other similar type of H▇▇▇▇▇, agreement to which the Company or any of its subsidiaries may be a party. (d) will generally No provision of this agreement shall be conducted at times other than when Executive is required construed to work for Hudsonprohibit Your (i) acquisition, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudsonownership, or any supplier trading, including without limitation the Executive’s indirect ownership, of Hudsonless than two percent (2%) of the issued and outstanding stock (or comparable bonds, options, derivatives, or negotiable instruments) of a business entity having securities publicly traded anywhere in the conduct world, provided, however, that the ownership limitations of this clause (i) shall not apply to (aa) Your ownership of any such securities through an open-end mutual fund or (bb) Your ownership of any such securities that precedes the financing Effective Date if, but only if, the issuer of Executive’s businessthe securities is not a competitor of the Company; or (ii) passive ownership of stock, partnership interests, or as customers, suppliers, investors, partners, joint venturers, comparable ownership interests or otherwise. Under no circumstances shall Executive render securities in any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other for-profit private business entity that is engaged in any business not directly competitive with the business of the Company or in the same business as any of H▇▇▇▇▇’▇ businessits subsidiaries. The Company additionally agrees that nothing in this agreement shall operate to prohibit Your acceptance of a testamentary gift, bequest, or its equivalent, nor Your retention of any such gift, bequest, or its equivalent following its delivery, so long as You retain the interest(s) solely for investment purposes.

Duties. Executive shall During the Employment Period, Employee agrees to serve exclusively as Chairman the [Title*] of the Board, President Company. Employee shall exercise such powers and comply with and perform such directions and duties in relation to the business and affairs of the Company as are customarily and ordinarily exercised and performed by the [Title*] of similar entities and as may from time to time be vested in or requested by the Chief Executive Officer of H▇▇▇▇▇ the Company consistent with Employee's position, and shall assume such other duties as use his best efforts to improve and expand the Board may assign as are business of the Company and its Affiliates consistent with Employee's position. Notwithstanding any other term or provision to the contrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Employee shall at all times report to, and appropriate for Executive’s positions as Chairman his activities shall at all times be subject to the direction and control of, the Chief Executive Officer of the BoardCompany. Employee shall have general supervisory control over and responsibility for the general management of [Job Description] services, President subject in all instances to the written policy guidelines concerning operations and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as capital expenditures promulgated and/or approved from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types Board of duties Executive performs as Chairman Directors of the Board, President and Chief Company or its Executive OfficerCommittee. Executive shall report directly Employee agrees to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of devote his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular entire business time, attention, knowledge energy and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all service of the benefitsCompany and its Affiliates and shall perform his duties in a good faith, profits or trustworthy and businesslike manner, in compliance with the laws of the United States of America and all other issue arising from or incident to political subdivisions, all work, services for the purpose of advancing the interests of the Company and advice of Executive performed for H▇▇▇▇▇its Affiliates. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive Employee shall not directly or indirectly in any capacity at no time during the Employment Period engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) activity whether or not such activity is unrelated to pursued for gain, profit or other pecuniary advantage. Notwithstanding the business of H▇▇▇▇▇foregoing, (b) will in no way provided the same shall not interfere with the performance by Employee of Executive’s his duties to H▇▇▇▇▇under this Agreement and shall not violate the terms and provisions of any other provision of this Agreement (including, (c) but not limited to, Section 13 of this Agreement), Employee may invest his personal assets in businesses where the form or manner of such investment will not utilize Confidential Information require services on the part of Employee and in which his participation is solely that of a passive investor and/or serve on the board of directors or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s businessas an officer of, or as customersa volunteer for, supplierscharitable, investorscivic or community organizations; PROVIDED with the prior written consent of the Company's Board of Directors, partners, joint venturers, Employee may act as a consultant to businesses or otherwise. Under no circumstances shall Executive render any services that are competitive with any entities or serve as a member of H▇▇▇▇▇’▇ business, or that are the board of directors of a for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessprofit organizations.

Duties. Executive The Employee is presently engaged as the Company's Senior Vice President-Merchandising and he agrees to continue to perform the duties and services incident to that position, or such other or further duties and services of a similar nature as may be reasonably required of him by the Company. The Employee shall serve as Chairman report to, and be subject to the direction and control of, the President of the Board, President and Chief Executive Officer of HCompany. The Employee shall perform his duties for the Company primarily from the Company's facilities at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇▇▇▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive 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 ordinary course of the business of the Company that the Employee will be required to travel, and Employee hereby agrees to undertake such travel. The Employee shall not directly devote his full business time, attention, energies and best efforts to the performance of his duties hereunder and to the promotion of the business and interests of the Company and of any corporate subsidiaries or indirectly affiliated companies. Nothing contained in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentthis Section 3 shall be construed as preventing Employee from investing his personal assets, which consent will not be unreasonably withheld provided that no such other business investment (a) is unrelated to shall violate the business provisions of H▇▇▇▇▇, Section 7 or 8 of this Agreement or (b) will in no way interfere constitute the usurpation of a corporate opportunity of the Company. For purposes of this Section 3, a corporate opportunity shall be (i) one presented to or made available to the 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 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 neither the Company nor such affiliate elects to pursue within a reasonable time. In addition, during the Term or extended term of this Agreement, the Employee may serve on corporate, civic or charitable boards or committees, except boards or committees of corporations that compete with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. Executive During the Employment Period, the Employee shall serve as Chairman of have the Board, President and title Chief Executive Financial Officer of H▇▇▇▇▇ and shall assume such other duties as report to the Board may assign as are consistent with and appropriate for ExecutiveCompany’s positions as Chairman of the Board, President and Chief Executive Officer. In additionThe Employee shall perform such services for the Company as is consistent with the Employee’s position (subject to the power and authority of the Board to expand or limit such services and to overrule actions of officers of the Company) and as lawfully directed, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive time, by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Company’s Chief Executive Officer. Executive shall report directly to Officer or the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive The Employee shall devote full, normal the Employee’s full working time and regular business time, attention, knowledge attention and use the Employee’s best efforts and skill to the performance of the Employee’s duties under this Agreement. The Employee shall not, during the Employment Period, provide services to any business and interest of H▇▇▇▇▇activity for gain, and H▇▇▇▇▇ profit or other pecuniary advantage other than the services provided under this Agreement. Notwithstanding the foregoing, the Employee shall be entitled permitted to all devote a reasonable amount of the benefits, profits or other issue arising from or incident time and effort to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business serving on governing boards of H▇▇▇▇▇or otherwise assisting civic and charitable organizations, and (b) will holding and managing personal and family investments, but only to the extent that activities described in no way clauses (a) or (b), individually or as a whole, do not (i) involve the Employee’s active participation in the management of any corporation, partnership or other business entity (other than any of the foregoing formed solely to hold and manage personal and family investments), (ii) involve an ownership interest in any customer or vendor of the Company or any of its subsidiaries unless approved in advance by the Board, (iii) interfere with the performance of ExecutiveEmployee’s duties to H▇▇▇▇▇the Company, or (civ) will not utilize Confidential Information or Intellectual Property otherwise violate any provision of H▇▇▇▇▇ or this Agreement. Subject to clauses (i) through (iv) of any client the immediately preceding sentence, the Employee may continue to serve on the board of H▇▇▇▇▇, (d) will generally directors of Heart Water and receive compensation for such service. The Employee acknowledges that the Employee may be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ travel on business locations or those in connection with the Employee’s performance of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of ExecutiveEmployee’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessduties hereunder.

Duties. During the period of his employment hereunder Executive shall serve the Company as Chairman of its Executive Vice President, Strategy and Corporate Development and shall also serve as the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company's wholly-owned subsidiary, CHI Power Marketing, Inc. ("CHIPMI"), and shall assume such other duties as the Board may assign as are consistent with except for illnesses, vacation periods, and appropriate for Executive’s positions as Chairman reasonable leaves of the Boardabsence, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular all his business time, attention, knowledge skill, and skill efforts to the business and interest faithful performance of H▇▇▇▇▇his duties hereunder; provided, however, that with the approval of the Chief Executive Officer of the Company, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and H▇▇▇▇▇ shall be entitled to all hold any other offices or positions in, companies or organizations, which, in the Chief Executive Officer of the benefitsCompany's judgment, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to present any conflict of interest with the business Company or any of H▇▇▇▇▇its subsidiaries or affiliates or divisions, (b) will in no way interfere with or materially affect the performance of Executive’s 's duties pursuant to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when this Agreement. So long as Executive is required Executive Vice President, Strategy and Corporate Development of the Company, he will discharge all duties incidental to work such office and such further duties as may be reasonably assigned to him from time to time by the Chief Executive Officer of the Company, the Company's Board of Directors, or by their respective designees. Subject to the authority of the Company's Board of Directors, Executive shall participate in various corporate activities including, but not limited to, selected corporate financing, capital sourcing, transaction structuring, business development and strategic planning activities, including the origination, negotiation, implementation and transaction of such activities, as directed by the Company's Chief Executive Officer or his designee and, with respect to CHIPMI, shall be responsible for, inter alia, the day-to-day general management of all present and future businesses of CHIPMI, its operating units and subsidiaries, if any; coordinating CHIPMI's interface with the Company; sourcing CHIPMI's capital and overseeing the development and implementation of CHIPMI's power marketing and power trading activities, including those activities necessary to support the value enhancement of the Company, it being understood that particularly because power marketing and power trading are new business areas for Hudsonthe Company, and at places other than H▇▇▇▇▇’▇ business locations or those in light of H▇▇▇▇▇’▇ customers, the considerations and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged risks inherent in any business competitive development effort, it is expected that Executive's responsibilities with or in respect to both the same business as any Company and CHIPMI will change over time, but will continue to be significant responsibilities, reflective of H▇▇▇▇▇’▇ businessExecutive's senior position with the Company.

Duties. (a) The Executive shall serve as Chairman of the Boarda Director, President and Chief Executive Officer of H▇▇▇▇▇ the Company or such other position as may be agreed between the Executive and the Company, and shall assume perform such other duties as the Board may assign duties, services and responsibilities as are consistent with such positions, including the general management and appropriate for Executive’s positions as supervision of the business and personnel of the Company and its subsidiaries. The duties, services and responsibilities will be performed under the overall supervision of the Chairman of the BoardBoard of the Company, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman policies of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best Board of his ability, experience and talents, perform all Directors of the duties that may be required Company (the "Board of and from him pursuant to Directors"). If, during the express and implicit terms term of this Agreement, Executive's employment with the Company is terminated for any reason, Executive will also cease to the reasonable satisfaction of H▇▇▇▇▇. Such duties be, and shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lakeresign as, New Jersey for at least three days per week (and remotely for the remainder a Director of the weekCompany. (b) andDuring the Employment Term (as hereinafter defined), except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular his full business time, attention, knowledge attention and skill to the business and interest performance of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all workhis duties, services and advice responsibilities, and will use his best efforts to promote the interests of the Company. The Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇will not, Executive shall not directly or indirectly in any capacity without the prior written approval of the Board of Directors, engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activity which would interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of policies established from time to time by the Company. The foregoing shall not be construed to prohibit (i) the Executive’s duties 's service as a member of the board of directors or as an officer of any non-profit trade association or civic, educational or charitable organization, or (ii) subject to H▇▇▇▇▇the following proviso and the provisions of Section 8(b), the Executive from making personal investments of a passive nature; provided that such service or investments by the Executive do not materially interfere with the performance by the Executive of his duties, services and responsibilities hereunder. (c) will not utilize Confidential Information or Intellectual Property During the Employment Term, the Executive shall be based at the Company's principal executive offices in Wayne, New Jersey, which executive offices may be relocated within a 100-mile radius of H▇▇▇▇▇ or the Company's existing executive offices (such 100 mile radius of any client of H▇▇▇▇▇Wayne, (d) will generally be conducted at times other than when Executive is New Jersey, constituting the "Principal Office City"), except for reasonably required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, travel in the conduct or the financing performance of Executive’s businesshis duties, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessand responsibilities hereunder.

Duties. Executive Employee’s duties shall serve as Chairman of the Board, President be such duties and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties responsibilities as the Company, through its Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the BoardDirectors or otherwise, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as shall specify from time to time may time. Employee shall have such authority, discretion, power and responsibility, and shall be assigned entitled to Executive by H▇▇▇▇▇ which office, secretarial and other facilities and conditions of employment, as are consistent with customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the types of duties Executive performs as Chairman general supervision and control of the Board, President Company’s Board of Directors. Employee shall be responsible and Chief Executive Officer. Executive shall report directly to the BoardCompany’s Board of Directors. Executive agrees that he The Employee will at all times faithfullydevote his time, industriously attention, and energies to the best of his abilityCompany’s business and, experience and talents, perform all of during the duties that may be required of and from him pursuant to the express and implicit terms term of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) andwill not engage in any other business activity, except as otherwise provided set forth herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ . Nothing in this Agreement shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill preclude Employee from devoting time to the business and interest of H▇▇▇▇▇following activities, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall provided such activities: (i) do not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way materially interfere with the performance of ExecutiveEmployee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 approved by the Company’s Board of Directors as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s Board of Directors 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 within 30 (thirty) days of receipt of Employee’s disclosure unless the Board determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties to H▇▇▇▇▇, the Company. Such activities shall be deemed approved if the Board fails to respond to Employee’s disclosure within 30 (cthirty) will not utilize Confidential Information or Intellectual Property days of H▇▇▇▇▇ or receipt of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businesssame.

Duties. Executive shall serve as Chairman 3.1 The Employee shall, during the term of his employment with the Company, and subject to the direction and control of the Board, President and Chief Executive Officer of H▇▇▇▇▇ report directly to the Board and shall assume exercise such other authority, perform such executive duties as the Board may assign and functions and discharge such responsibilities as are consistent reasonably associated with and appropriate for Executive’s positions his executive position or as Chairman of may be reasonably assigned or delegated to him from time to time by the Board, consistent with his position as President and Chief Executive Officer. In additiongeneral, Executive agrees to assume such other title or titles or subsidiary appointmentsEmployee shall have management authority with respect to, if anyand responsibility for, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman overall operations and day-to-day business and affairs of the BoardCompany and all major operating units and executives of the Company shall report, President and Chief Executive Officer. Executive shall either directly or indirectly (through other executives of the Company or its subsidiaries who report directly to the Board. Executive agrees that he will at all times faithfully, industriously and Employee) to the best Employee. 3.2 During the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his ability, experience business time and talents, perform all attention to the affairs of the duties that may be required of and from him pursuant to the express and implicit terms of this AgreementCompany and, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lakeextent necessary to discharge the responsibilities assigned hereunder, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall use his best efforts in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) subject to H▇▇▇▇▇Article VII hereof, serve on the board of directors (cor equivalent bodies) will not utilize Confidential Information of civic, non-profit, or Intellectual Property of H▇▇▇▇▇ charitable organizations or of any client of H▇▇▇▇▇entities unaffiliated with the Company, including a joint venture or a partnership (dii) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations deliver lectures or those of H▇▇▇▇▇’▇ customersotherwise participate in speaking engagements, and (eiii) will not involve H▇▇▇▇▇manage his personal investments and affairs. 3.3 Employee shall undertake regular travel to the Company’s executive and operational offices, and such other executives of Hudson, any client of Hudson, occasional travel within or any supplier of Hudson, outside the United States as is or may be reasonably necessary in the conduct or interests of the financing Company. All such travel and hotel accommodations shall be at the sole cost and expense of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwisethe Company. Under no circumstances All airplane travel with actual flight time less than seven and one-half (7) hours shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or be in the same business as any of H▇▇▇▇▇’▇ businessEconomy class on a commercial plane. Any actual flight time more than seven and one-half (7) hours shall be in Business Class on a commercial plane. Fares paid shall not exceed the approximate equivalent published fares.

Duties. The Executive shall serve as Chairman of the Board, Company’s President and Chief Executive Officer and, consistent with the Company’s bylaws and the duties and responsibilities customarily associated with such positions in a public corporation of H▇▇▇▇▇ similar size and shall assume such other duties as business and subject to the direction of the Board may assign as are consistent with and appropriate the Executive Chairman, shall have general responsibility and ultimate authority for Executive’s positions as Chairman implementation of the Board, President policies of the Company and Chief for the management of the business and affairs of the Company. The Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as also shall have any additional duties and any additional responsibilities which may from time to time may be assigned to reasonably designated by the Board or the Executive by H▇▇▇▇▇ which are consistent Chairman; provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with the types position of duties Chief Executive performs as Chairman Officer and President in a public corporation of a similar size and business. At all times, the Executive shall be subject to the direction of the Board. During the Employment Period, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal his full business time and regular business time, attention, knowledge and skill best efforts to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefitsCompany and its subsidiaries. Notwithstanding the foregoing, profits or other issue arising from or incident to all work, services and advice of the Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity may: (i) engage in any civic or charitable activities for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his personal assets in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consentthat is not competitive with the Company or any of its subsidiaries, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to investment will not require any services on the business part of H▇▇▇▇▇, (b) will in no way the Executive which would unreasonably interfere with the performance of Executive’s duties to H▇▇▇▇▇, his obligations hereunder; (ciii) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or purchase securities that are listed on a national securities exchange of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such securities; (iv) serve as a director of up to three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in any retail real estate and such business competitive with is conducted, in whole or in part, within a one-hundred (100) mile radius of the same business as any of H▇▇▇▇▇’▇ businessCompany’s principal executive headquarters.

Duties. (a) The Company and Executive hereby agree that, subject to the provisions of this Agreement, the Company shall employ Executive, and Executive shall serve the Company as Chairman an executive for the Term of the Board, President and Chief this Agreement. The specific executive position(s) in which Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as will serve will be designated from time to time may by the Board, with his initial position(s) to be assigned to as set forth in this Agreement. (b) The Executive by H▇▇▇▇▇ which are consistent with will obtain advance written approval from the types Board of duties Executive performs as Directors’ or Chairman of the Board, President Board before (i) signing any real estate purchase or lease; signing any employment agreements or hiring any employee with a annual salary in excess of $60,000; (ii) approving any capital expenditure exceeding $10,000; or (iii) committing the Company to any liability for more than one year. (c) In the event that Executive is assigned to a position involving different responsibilities and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees duties of office than those he is currently exercising or is provided with a different title than that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of stipulated in this Agreement, then such changed position and title shall at a minimum be equivalent to Executive’s then current position and title including but not limited to his reporting relationship within the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff LakeCompany. (d) During the Term hereof, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular the majority of his business time, attention, knowledge skill and skill efforts to the business and interest faithful performance of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇the Company to the fullest extent necessary to properly discharge his duties and responsibilities hereunder, (bwhether such business is operated directly by the Company or through one or more of its Affiliates. Executive’s position and duties with Affiliates, if any, shall be as identified from time to time by the Board of Directors of such Affiliate(s) and agreed by Executive, provided that Executive’s principal duties; whether with the Company or any Affiliates, shall be as set forth in Section 3. Further, with the approval of the Board, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or charitable, political or civic organizations, which, in the Board’s judgment, will in no way interfere not present any material conflict of interest with the Company or its Affiliates, and will not unfavorably affect the performance of Executive’s duties pursuant to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessthis Agreement.

Duties. Executive (a) The Employee shall serve as Chairman competently and diligently manage the daily operations and perform the normal duties and responsibilities of the BoardExecutive Vice President of the Company which is engaged in providing insurance management, President insurance and Chief Executive Officer of H▇▇▇▇▇ reinsurance underwriting services, loss control services, marketing to clients, and shall assume such other related duties as the Board may assign as are and responsibilities consistent with and appropriate for Executive’s positions the foregoing as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees may be reasonably assigned to assume such other title or titles or subsidiary appointments, if any, as him from time to time by the President of the Company (the “President”). (b) The Employee shall timely report to the President as may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman reasonably requested of the BoardEmployee. (c) The Employee shall devote his full time, President skills and Chief Executive Officer. Executive shall report directly best efforts to the Board. Executive agrees that he will at all times faithfully, industriously and to the best performance of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreementhereunder, to the reasonable satisfaction exclusion of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) andall other employment activities, except as otherwise provided hereinin this Agreement; provided, at however, that the Employee may manage his own passive investments so long as such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall management does not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere materially with the performance of Executive’s his duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, hereunder. (d) will The Employee shall generally be conducted at times other than when Executive is required to work for Hudsonperform his duties from the offices of the Company, and at places other than H▇▇▇▇▇’▇ business locations or those which are currently located in the metropolitan area of H▇▇▇▇▇’▇ customersAtlanta, and Georgia. (e) will not involve H▇▇▇▇▇During the term of this Agreement, other executives the Employee acknowledges that he may also serve as Executive Vice President of Hudsonthe Company’s corporate parent(s), any client of HudsonAmerican Safety Holdings Corp. (“AS Holdings”) and American Safety Insurance Holdings, Ltd. (“ASIH”), or subsidiaries as the parties may mutually agree. The Employee shall receive no additional cash or equity compensation for acting in such other capacities. (f) The Company shall indemnify and hold harmless the Employee from and against all claims, suits, judgments and damages (“Losses”) asserted or claimed by affiliated or unaffiliated third persons or entities, arising out of the Employee’s good faith efforts to implement the policies and procedures of the Company (and any supplier of Hudsonother companies or corporate affiliates pursuant to Paragraph 2(e) hereof). Notwithstanding the foregoing, in however, the conduct or Company shall have no such obligation to indemnify the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are Employee for any Losses which arise as a result of any action or failure to act by the Employee through his gross negligence, willful misconduct or breach of duty of loyalty in connection with performance of his duties under this Agreement. The Employee shall not be held responsible or liable to the Company (and any other personcompanies or corporate affiliates pursuant to Paragraph 2(e) hereof) for any losses or errors or omissions arising out of the performance of his duties in accordance with the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof) as communicated to the Employee from time to time in writing, corporation except as a result of any action or other entity that is engaged failure to act by the Employee through his gross negligence, willful misconduct or breach of duty of loyalty in any business competitive connection with or in the same business as any performance of H▇▇▇▇▇’▇ businesshis duties under this Agreement.

Duties. The Debtor shall employ, and the Debtor and World Kitchen, ------ Inc. shall each elect, appoint, reelect, and reappoint Executive during the Employment Period as its President, Chief Executive Officer, a member of the WKI Board, and a member of the World Kitchen Board. At such time as it shall serve be formed, the Reorganized Entity shall employ, elect, appoint, reelect, and reappoint Executive during the Employment Period as its President, Chief Executive Officer, and a member of the board of directors of the Reorganized Entity. While it is presently contemplated that the Chairman of the WKI Board, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the World Kitchen Board, President or the Chairman of the board of directors of the Reorganized Entity will not be a person who is an employee of the Debtor, the Reorganized Entity, their Subsidiaries or any entity of which the Reorganized Entity is a Subsidiary, it is agreed that if at any time during the Employment Period when the Chairman of the WKI Board, the Chairman of the World Kitchen Board, or the Chairman of the board of directors of the Reorganized Entity is at any time serving as an employee of the Debtor, the Reorganized Entity, their Subsidiaries or any entity of which the Reorganized Entity is a Subsidiary, then such person shall be Executive and Chief no other person. During the Employment Period, Executive Officershall devote substantially all of his business time, attention and effort to the affairs of the Companies or the Reorganized Entity and shall use his reasonable best efforts to promote the best interests of the Companies or the Reorganized Entity. In additionAll staff and other functions and all operations of the Companies or the Reorganized Entity, as applicable, shall report directly or indirectly (through a subordinate of Executive who reports directly to Executive) to Executive. Executive shall report on all functions and operations solely and directly to the WKI Board, or the board of directors of the Reorganized Entity, or a committee thereof comprised solely of non-employee directors, as applicable. During the Employment Period, and excluding any periods of disability, vacation, or sick leave to which Executive is entitled, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from devote his full attention and time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all affairs of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct Companies or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessReorganized Entity.

Duties. (a) During the Period of Employment (as defined in Section 3), Executive shall serve as Chairman the Company in such position fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Board of Directors of the Company (the “Board”), President and Chief the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, and Executive Officer of H▇▇▇▇▇ shall have duties and shall assume such other duties authority consistent with Executive’s position as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In additionthis position, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the BoardBoard of Directors. If requested by the Company, Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all shall also serve as a member of the duties that may be required Board and any Board committees without additional compensation. (b) Throughout the Period of and from him pursuant to the express and implicit terms of this AgreementEmployment, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular his full business time, attentionenergy, knowledge and skill to the business performance of his duties for the Company, vacations and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇leave authorized under this Agreement excepted. Executive agrees that while Executive is employed by H▇▇▇▇▇The foregoing notwithstanding, Executive shall not directly or indirectly be permitted to (i) engage in charitable and community affairs, and (ii) to make investments of any capacity engage character in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will or businesses and to manage such investments (but not be unreasonably withheld provided involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activities do not interfere with the performance of Executive’s duties hereunder or conflict with the provisions of Sections 14 and 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 H▇▇▇▇▇, the commencement of such service. (c) will not utilize Confidential Information or Intellectual Property Executive shall exercise due diligence and care in the performance of H▇▇▇▇▇ or his duties for and the fulfillment of any client of H▇▇▇▇▇, his obligations to the Company under this Agreement. (d) will generally be conducted at times During the Period of Employment, the Company shall furnish Executive with office, secretarial and other than when facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as the Chief Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those Officer of H▇▇▇▇▇’▇ customers, and the Company. (e) will not involve H▇▇▇▇▇, other executives Executive hereby represents to the Company that the execution and delivery of Hudson, any client of Hudson, or any supplier of Hudson, in this Agreement by Executive and the conduct or Company and the financing performance by Executive of Executive’s businessduties hereunder shall not constitute a breach of, or as customersotherwise contravene, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render the terms of any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation employment or other entity that agreement or policy to which Executive is engaged in any business competitive with a party or in the same business as any of H▇▇▇▇▇’▇ businessotherwise bound.

Duties. (a) During the term, the Executive shall serve be employed as Chairman President of the Company and shall be in charge of and responsible for the general supervisory duties normally and customarily attendant to such office in a business entity of the size and type of the 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, Data Processing and Loan Servicing. (b) The duties of the Executive may be changed from time to time by the Board, President 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 Chief with integrity, devote his full time, attention, energy and skill to the fulfillment of his duties hereunder. The foregoing, notwithstanding, the Executive Officer will be permitted to own, as an inactive investor, securities of H▇▇▇▇▇ 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 shall assume 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 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 may assign as are consistent with and appropriate for Executive’s positions as Chairman to the extent necessary to reflect a material increase in the cost of living related to the Board, President and Chief Executive Officerrelocation. In addition, upon any relocation required by the Company, the Company shall reimburse the Executive agrees for all out of pocket expenses incurred by the executive reasonably related to assume the relocation including but not limited to such other title or titles or subsidiary appointmentsexpenses as those related to transportation of personal effects, if anyclosing costs for a new residence, as from time brokerage fees with respect to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman sale of the Boardexisting residence, President and Chief reasonable hotel accommodations during that period of time reasonably necessary to locate a new residence. In the event that the Executive Officer. Executive shall report directly should fail to close on the Board. Executive agrees that he will at all times faithfully, industriously and to the best sale of his abilityexisting residence within a period of six (6) months following the month in which the Company shall have requested the Executive to relocate, experience and talentsthe Company, perform all at the request of the duties that may be required Executive, shall purchase such residence from the Executive, on or before the last day of and from him pursuant to the express and implicit terms ninth (9) month following the month in which relocation was requested, for the fair market value of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇such residence. Such duties Fair market value" shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or determined as the interestaverage between two appraisals, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal one obtained from a real estate brokerage firm chosen by the Company and regular business time, attention, knowledge and skill to one by a firm chosen by the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ Executive; both real estate firms shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will prominent firms generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, recognized in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessimmediately surrounding geographic area.

Duties. During the Term of Employment the Executive shall continue to serve as Chairman the Company's President, Chief Executive Officer and as a member of the Company's Board of Directors (the "Board"). As the Company's President and Chief Executive Officer, the Executive shall direct and manage the affairs of the Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) as are customarily associated with and incident to the position of President and Chief Executive Officer of H▇▇▇▇▇ and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the BoardCompany may, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned time, require of him, subject to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman direction of the Company's Board, President and Chief Executive Officer. The Executive shall report directly to serve the Board. Executive agrees that he will at all times Company faithfully, industriously conscientiously and to the best of his abilitythe Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, experience and talents, perform the Executive shall devote all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business Executive's time, attention, knowledge knowledge, energy and skill skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all duties of the benefitsExecutive's employment, profits or other issue arising from or incident to all workprovided, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees however, that while Executive is employed by H▇▇▇▇▇, Executive it shall not directly be a breach of this Agreement for the Executive to manage his own private financial investments; or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, with the consent of the Board (which consent will shall not be unreasonably withheld provided that withheld) to be a member of the board of directors of other companies which do not compete with the Company, so long as, in either case, such other business (a) is unrelated activities do not require the Executive to the business spend a material amount of H▇▇▇▇▇time away from his performance of his duties hereunder, (b) will in no way do not otherwise interfere with the Executive's performance of Executive’s his duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudsonhereunder, or any supplier otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of Hudson, employment of the Executive shall be the principal executive offices of the Company. The Executive acknowledges that in the conduct or course of his employment he may be required, from time to time, to travel on behalf of the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany."

Duties. The Company hereby appoints Executive, and Executive shall serve serve, as Chairman the President and Chief Business Officer of the Board, President Company and shall report to the Chief Executive Officer of H▇▇▇▇▇ the Company. The Executive shall have such duties and shall assume such other duties as the Board may assign responsibilities as are consistent with and appropriate for Executive’s positions as Chairman of position with the Board, President and Chief Executive OfficerCompany. In addition, the Executive agrees shall perform all other duties and accept all other responsibilities incident to assume such other title or titles or subsidiary appointments, if any, position as from time to time may be reasonably assigned to Executive by H▇▇▇▇▇ the Chief Executive Officer or the Board of Directors of the Company (the “Board”). For the first 6 months that this Agreement is in effect, Executive shall work on a part time basis at a maximum of 25 hours per week for the Company and receive 50% of the stipulated monthly salary. Additionally, the Company and the Executive agree that the Executive may hold board seat(s) and perform consulting services to individuals, businesses and entities, which are consistent unrelated to and not directly competing with the types of duties Executive performs as Chairman of Company, while this Agreement is in effect. After the Boardfirst 6 months that this Agreement is in effect, President and Chief Executive Officer. the Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely work full time for the remainder of company with full monthly payments. Additionally, the weekCompany and the Executive agree that the Executive may continue hold board seat(s) andand perform consulting services to individuals, businesses and entities, which are unrelated to and not directly competing with the Company, at any time, while this Agreement is in effect. During the Term, and except as otherwise provided hereinfor in this Agreement, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal all of Executive’s business time and regular business time, attention, knowledge and skill energies to the business and interest affairs of H▇▇▇▇▇Company. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as Company may designate or permit; (ii) engaging in charitable activities and community affairs; and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and H▇▇▇▇▇ (iii) shall be entitled limited by Executive so as not to all of materially interfere, individually or in the benefitsaggregate, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessresponsibilities hereunder.

Duties. (a) Throughout the Employment Period, the Executive shall serve as Chairman of be the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company, reporting directly to the Board, and shall assume have all duties and authorities as customarily exercised by an individual serving in such other duties 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. During the Employment Period, the Company shall also nominate the Executive for re-election as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman a 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. Notwithstanding the foregoing, the Company understands that the Executive is also a party to an employment agreement with Vector pursuant to which he serves as Vector’s President and Chief Executive OfficerOfficer 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. In additionHowever, the Company understands, and the Executive agrees agrees, that he will devote to assume such other title or titles or subsidiary appointments, if any, 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 as mutually agreed to between the Executive and the Company from time to time may be assigned time. (c) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other business entities, trade associations and/or charitable organizations, (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 H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board; provided, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfullyhowever, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of H▇▇▇▇▇, and H▇▇▇▇▇ shall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇, (b) will in no way activities do not materially interfere with the proper performance of Executive’s his duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, responsibilities specified in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessSection 2(b).

Duties. Executive The Employee shall serve be employed as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company, shall faithfully and competently perform such duties as inhere in such position and as are specified in the By-laws of the Company and shall assume also perform and discharge such other executive employment duties and responsibilities as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of Directors of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as Company shall from time to time may be assigned to Executive by H▇▇▇▇▇ which determine so long as they are consistent with those performed by a chief executive officer of a similar business. In all cases, Employee will have general responsibility and authority over the types day to day operations of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest will have such duties as are customary for a chief executive. The Employee shall perform his duties principally at the offices of H▇▇▇▇▇the Company in Monmouth County, New Jersey, with such travel to such other locations from time to time as the Board of Directors of the Company may reasonably prescribe. Except as may otherwise be approved in advance by the Board of Directors of the Company, and H▇▇▇▇▇ except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote his full business time throughout the Employment Term to the services required of him hereunder. The Employee shall render his business services exclusively to the Company and its subsidiaries during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of his position. Notwithstanding the preceding sentence, the Employee shall be entitled to all participate as a director of not more than two (2) other business enterprises so long as such participation does not (i) involve a substantial amount of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇. Executive agrees that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to the business of H▇▇▇▇▇Employee's time, (bii) impair the Employee's ability to perform his duties under this Agreement or (iii) violate the provisions of Section 9 of this Agreement. For so long as he serves as the Company's Chief Executive Officer, the Employee will in no way interfere with be nominated to serve on the performance Board of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property Directors of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessCompany.

Duties. (a) From the date of this Agreement until August 1, 2004 (“Commute Period”), Executive shall serve (i) be employed as Chairman the Vice President of the BoardCompany reporting to the Company’s Chief Operating Officer, President and Chief Executive Officer of H▇▇▇▇▇ and shall assume (ii) perform such other or additional duties and responsibilities consistent with Executive’s title(s), status, and position as the Chief Operating Officer or Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In addition, Executive agrees to assume such other title or titles or subsidiary appointments, if any, as from time to time may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types Directors of duties Executive performs as Chairman of the Board, President and Chief Executive Officer. Executive shall report directly to the Board. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of HF▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇.▇▇▇ shall in good faith require or as the interestmay, needs, business, or opportunities of Hudson shall require. Executive shall devote full, normal and regular business from time to time, attentionprescribe, knowledge and skill to (iii) be based out of his residence in the business and interest of Hmetropolitan Columbus, Ohio area, provided, however, that the Company shall maintain a furnished apartment for Executive in Ft. M▇▇▇▇▇, and H▇▇▇▇▇ Executive shall be entitled travel to all of the benefits, profits or other issue arising and from or incident to all work, services and advice of Executive performed for H▇▇▇▇▇Ft. Executive agrees that while Executive is employed by HM▇▇▇▇▇, Florida as necessary or required in connection with the performance of his duties. On or before August 1, 2004, Executive shall not directly or indirectly in any capacity engage in any business other than H▇▇▇▇▇’▇ business without H▇▇▇▇▇’▇ prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated relocate to the business of HFt. M▇▇▇▇▇, (b) Florida, and by October 31, 2004, the Company will in no way interfere promote Executive to Senior Vice President and General Counsel. In this capacity, Executive will serve as the Company’s chief legal officer and will provide legal advice, representation and counsel to the Company with the performance of respect to its business and affairs, and perform such other or additional duties and responsibilities consistent with Executive’s duties to Htitle(s), status, and position as the Chief Operating Officer or Board of Directors of F▇▇▇▇▇▇▇.▇▇▇ may, from time to time, prescribe. (b) So long as employed under this Agreement, Executive agrees to devote full time and efforts exclusively on behalf of the Company and to competently, diligently and effectively discharge all duties of Executive hereunder. Executive shall not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with full time employment hereunder and which do not violate the other provisions of this Agreement. Executive further agrees to comply fully with all reasonable policies of the Company as are from time to time in effect. (c) will not utilize Confidential Information or Intellectual Property After August 1, 2004, the Executive shall be based out of H▇▇▇▇▇ or of any client of H▇the Company’s Ft. M▇▇▇▇, (d) will generally be conducted at times other Florida office. If the Company decides to move its operations more than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇35 miles from its current offices in Fort M▇▇▇▇, other executives Florida, Executive shall not be required to relocate and, to the extent the Executive cannot perform his duties hereunder as a result of Hudsonsuch a move, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or his non-performance will not constitute Cause (as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessdefined below).

Duties. (a) During the Employment Period, Executive shall serve devote Executive’s full business time, energy, and talent to serving as Chairman of the Board, President and Chief Executive Officer of H▇▇▇▇▇ the Company and shall assume such other duties as the Board may assign as are consistent with and appropriate for Executive’s positions as Chairman of the Board, President and Chief Executive Officer. In additionOfficer of the Bank. (b) Executive shall have the duties, Executive agrees and such associated power and authority as is necessary to assume fulfill such duties, that are commensurate with Executive’s positions and any other title or titles or subsidiary appointments, if any, as from time to time duties that may be assigned to Executive by H▇▇▇▇▇ which are consistent with the types of duties Executive performs as Chairman of the Board or Bank Board, President and Chief Executive Officer. Executive shall report directly to perform all such duties faithfully and efficiently, and shall at all times conduct herself and the Boardbusiness and affairs of the Company in the highest professional, ethical, and legal manner. Executive agrees that he will Executive shall be loyal and faithful to the Company at all times faithfully, industriously and shall not make any undisclosed profit in any transaction involving the Company and acknowledges that doing so would constitute a breach of the fiduciary duties Executive owes to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of H▇▇▇▇▇. Such duties shall be rendered at H▇▇▇▇▇’▇ headquarters currently located at Woodcliff Lake, New Jersey for at least three days per week (and remotely for the remainder of the week) and, except as otherwise provided herein, at such other place or places within or without the State of New Jersey as H▇▇▇▇▇ shall in good faith require or as the interest, needs, business, or opportunities of Hudson shall requireCompany. Executive shall devote full, normal and regular business substantially all of Executive’s time, attention, knowledge knowledge, and skill skills solely to the business and interest interests of H▇▇▇▇▇the Company, and H▇▇▇▇▇ the Company shall be entitled to all of the benefits, profits or profits, and other issue assets arising from or incident to all work, services services, and advice of Executive, and Executive performed for H▇▇▇▇▇shall not, during the term hereof, be interested, directly or indirectly, in any manner or in any capacity, in any other business similar to or in competition with the Company’s business or the business of any Affiliate. During the Employment Period, the Company shall nominate Executive to be a member of the Board and the Bank Board, and subject to election by the shareholders, Executive agrees to serve as a member of the Board and the Bank Board. (c) 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 to the extent such activities do not, in the judgment of the 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 any Affiliate; provided, however, that while Executive is employed by H▇▇▇▇▇, Executive shall not directly or indirectly in any capacity engage in serve on the board of directors of any business (other than H▇▇▇▇▇’▇ the Company or an Affiliate) or hold any other position with any business without H▇▇▇▇▇’▇ receiving the prior written consent, which consent will not be unreasonably withheld provided that such other business (a) is unrelated to of the business of H▇▇▇▇▇, (b) will in no way interfere with the performance of Executive’s duties to H▇▇▇▇▇, (c) will not utilize Confidential Information or Intellectual Property of H▇▇▇▇▇ or of any client of H▇▇▇▇▇, (d) will generally be conducted at times other than when Executive is required to work for Hudson, and at places other than H▇▇▇▇▇’▇ business locations or those of H▇▇▇▇▇’▇ customers, and (e) will not involve H▇▇▇▇▇, other executives of Hudson, any client of Hudson, or any supplier of Hudson, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall Executive render any services that are competitive with any of H▇▇▇▇▇’▇ business, or that are for any other person, corporation or other entity that is engaged in any business competitive with or in the same business as any of H▇▇▇▇▇’▇ businessBoard.