Common use of Duties Clause in Contracts

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Period, the Executive shall be employed in the position set forth in Exhibit A business of the Employer and shallits affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, unless prevented by incapacityfor so long as so elected, devote substantially all shall serve as the Chairman of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company Employer (the "“Board"”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the President Board and Chief its committees. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will have the right to request information from, ask questions of, have access to and otherwise interact in all respects with senior executives other than Executive Officer in connection with the Board’s and its committees’ performance of their duties. Executive shall report solely and directly to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except Employer as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderpublicly traded company. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and functions as the exercise of such powers as may be assigned to or vested in him by the President and Chief Executive Officer and Board of Directors of the Company (shall from time to time determine, and Executive shall comply in the "Board")performance of his duties with the policies of, and be subject to, the direction of the President and Chief Executive Officer and the Board of the Company and any other senior executive officer of Directors. Such duties shall be performed at the Company’s headquarters in Middlefield, all such duties Connecticut, with travel to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any ’s other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereoflocations as required. (b) The Executive shall not during agrees to devote substantially all his term working time, attention and energies to the performance of employment (except as a representative the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall not, directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which interfere with the consent in writing performance of his duties hereunder, or which, even if non-interfering, may be inimical, or contrary, to the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management best interests of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair except those duties or pursuits specifically authorized by the ability Board of the Executive to discharge fully and faithfully his duties hereunderDirectors. (c) Notwithstanding All fees, compensation or commissions for personal services (excluding existing fees, if any, that Executive is receiving from present Board of Director positions that he has previously disclosed in writing to the foregoing provisions, Chief Executive Officer and the Board) received by Executive during the Term of this Agreement shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is paid to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇when received by Executive, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as except those fees that the Board of Directors determines may determinebe kept by Executive. Executive will obtain the approval of the Board of Directors before accepting any director positions. This provision shall not be construed to prevent Executive from investing or trading in non-conflicting investments as he sees fit for his own account, except for reasonably required travel on the Company's businessincluding real estate, stocks, bonds, securities, commodities or other forms of investments.

Duties. (a) During a. While the term of Executive is employed pursuant to this Agreement, the Executive he shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and discharge such responsibilities as the exercise Chief Executive Officer of such powers as may be assigned to or vested in him by the Corporation and the Board of Directors of the Company Corporation (the "Board")“Board of Directors”) shall from time to time direct, which duties and responsibilities shall be commensurate with the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his Executive’s position. The Executive shall obey perform his duties and discharge his responsibilities from the lawful directions Corporation’s principal office in Chantilly, Virginia, other than normal and customary business travel, which is also a duty and requirement of the BoardExecutive’s employment with the Corporation. The Executive shall comply fully with all applicable laws, rules and regulations as well as with the Corporation’s policies and procedures. The Executive shall devote his entire working time to the business of the Corporation and shall use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. While the Executive is employed pursuant to this Agreement, he shall not engage in any other business activities or hold any office or position, regardless of whether any such activity, office or position is pursued for profit or other pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Company's President Executive may engage in (i) personal investment activities for himself and his family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with the performance of his duties and responsibilities hereunder. b. The Chief Executive Officer and any the Board of Directors reserve the right from time to time to assign to the Executive additional duties and responsibilities and to delegate to other senior executive officer employees of the Company Corporation duties and responsibilities normally discharged by the Executive Executive. All such assignments and delegations of duties and responsibilities shall use his diligent efforts to promote be made in good faith and shall not materially affect the interests general character of the Company and work to maintain and promote be performed by the reputation thereof. (b) Executive. The Executive shall not during his term of employment (except as a representative of hold such officerships and directorships in the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in Corporation and any other business activitysubsidiary to which, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive from time to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionstime, the Executive shall may be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is appointed or elected with no additional compensation payable to the CompanyExecutive. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Executive agrees to serve as Executive Vice President during the term Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer, or such other executive as the Chief Executive Officer may designate, which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours will adhere to the discharge Code of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Conduct of the Company (the "Board"), “Code of Conduct”) that has been or may hereafter be established and communicated by the President and Chief Company to the Executive Officer for the conduct of the Company and any other senior executive officer position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Executive Vice President, Human Resources of the Company, all such duties to be consistent with his position. The Executive shall obey may accept directorships on the lawful directions board of directors of not-for-profit corporations without the prior, written consent of the BoardExecutive Vice President, Human Resources so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Company's President and Chief Executive Officer and any other senior executive officer Vice President, Human Resources in writing of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereoffact that he has accepted such a non-profit directorship. (b) The Executive shall not during his term of employment (except as a representative of If the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive elects not to discharge fully and faithfully his duties hereunder. (c) Notwithstanding renew the foregoing provisionsTerm pursuant to Section 2.2, the Executive shall continue to be entitled employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to serve in various leadership capacities in civicSection 3.1 hereof), charitable and professional organizations. The shall cooperate fully with the Chief Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031Officer, or such other location in the greater Baltimore area executive as the Board Chief Executive Officer may determinedesignate and shall perform such duties not inconsistent with the provisions hereof as he shall be assigned by the Chief Executive Officer, except for reasonably required travel on or such other executive as the Company's businessChief Executive Officer may designate.

Duties. (a) During 2.1 The Employee shall perform and discharge well and faithfully the term of this Agreementauthority, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as responsibilities which may be assigned to or vested in him the Employee from time to time by the Board of Directors of the Company (Employer in connection with the "Board")conduct of the Business of the Employer; provided, however, that, in making its assignments, the President and Chief Executive Officer Board of Directors of the Company Employer shall assign only such authority, duties and any other senior executive officer responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying a the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those 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 shall: (a) devote substantially all of the CompanyEmployee's time, all such duties energy and skill during regular business hours to be consistent with his position. The Executive shall obey the lawful directions performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer duties of the Company Employee's employment (reasonable vacations and the Executive shall use his diligent efforts reasonable absences due to promote the interests of the Company illness excepted) and to maintain faithfully and promote the reputation thereof. industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Board of Directors of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Executive Employee shall devote the Employee's entire business time, attention and energies to the Business of the Employer and shall not during his the term of employment this Agreement be engaged (except as a representative of the Company whether or with the consent in writing of the Boardnot during normal business hours) be directly or indirectly engaged or concerned or interested in any other business or professional activity, except through: whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (ia) continued ownership and management investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Executive’s current business interests, Employer and which are set forth will not require any services on Exhibit B, the part of the Employee in their operation or affairs and in which the Employee's participation is attached hereto and incorporated by reference herein; and (ii) ownership solely that of an interest of not more than 2% investor, (b) purchasing securities or other interests in any entity provided that does such purchase shall not compete 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 Company, provided it does not impair the ability Business of the Executive to discharge fully Employer and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve participating in various leadership capacities in civic, charitable civic and professional organizations. The Executive recognizes that his primary affairs and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇organizations and conferences, ▇▇▇▇ Valley, Maryland 21031, preparing or such other location in the greater Baltimore area publishing papers or books or teaching so long as the Board of Directors of FLAG approves of such activities prior to the Employee's engaging in them. Notwithstanding anything to the contrary in the preceding provisions of this Section 2.3, the Employee may determine, except for reasonably required travel continue to serve on any board of directors that the Company's businessEmployee serves upon as of the Effective Date.

Duties. (a) Executive shall perform such duties and functions as the Chief Executive Officer and the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Chief Executive Officer and/or the Board of Directors. Executive shall serve as an officer of the Company without further compensation. At the request of the Chief Executive Officer and/or the Board of Directors, Executive shall serve, without further compensation, as an executive officer of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary or affiliate. (b) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business timetime and attention, attention vacation time and ability during normal corporate office business hours absences for sickness excepted, to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and do not violate Section 9 hereof. (c) Nothing in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company's offices in Chestnut Hill, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company; provided that if the "Board")principal location of Executive's duties is transferred from Chestnut Hill, Massachusetts, the President and Chief Executive Officer new principal location of the Company and any other senior executive officer of the Company, all such Executive's duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as be transferred beyond a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Valleywithout Executive's consent. Notwithstanding, Maryland 21031the foregoing, or Executive shall perform such services at such other location in locations as may be required for the greater Baltimore area as the Board proper performance of his duties hereunder, and Executive recognizes that such duties may determine, except for reasonably required travel on the Company's businessinvolve travel.

Duties. (a) During the term period of this Agreementemployment as provided in Paragraph 1(b) hereof, Executive shall serve as Chief Financial Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such following: (i) Chief Financial Officer. The primary duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors responsibilities of the Company (Chief Financial Officer consist of the "Board")following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all aspects of the Corporation and its subsidiaries. In addition, the Chief Financial Officer will have primary responsibility for the appropriate management and investment of the Corporation's assets, particularly cash, to maximize the highest possible rate of return. Additional responsibilities will include dealing primarily with the Corporation's independent auditors, financial institutions, particularly commercial banks and financial analysts, the preparation, based upon information obtained from appropriate personnel, of an annual budget, both consolidated and unconsolidated and additional interim reports as will permit him to maintain effective control and supervision on a continuing basis of the Corporation's financial results or operations and financial status, and such further responsibilities as are delegated to Executive by the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofCorporation. (b) The Executive shall devote substantially her entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during his the term of her employment (except as a representative of the Company or with the consent in writing of the Board) hereunder be directly or indirectly engaged or concerned or interested in any other business activityactivity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing her personal investments or investing her assets in such form or manner as will not require any significant services on her part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except through: (i) continued ownership and management those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the Executive’s current The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business interestscorporation or any charitable organization on which she now serves and which has been disclosed to the Corporation in writing or, which are set forth on Exhibit Bsubject to the prior approval of the Board, which is attached hereto and incorporated by reference herein; and (ii) ownership from accepting employment to additional board of an interest of directors, provided that such activities do not more than 2% in any entity that does not compete materially interfere with the Company, provided it does not impair the ability performance of the Executive to discharge fully and faithfully his Executive's duties hereunder. (c) Notwithstanding Executive further agrees that during the foregoing provisionsterm of her employment under this Agreement she will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the Executive shall be entitled to serve solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom she has performed services by virtue of this Agreement or who she has met in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companyconnection with her employment under this Agreement. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementTerm (as defined below), the Executive Employee shall be employed in as President and Chief Executive Officer of Employer. Employee shall report to the position set forth in Exhibit A Chairman of the Board of Directors of Employer. Employee agrees to diligently and shall, unless prevented by incapacity, devote substantially all of honestly exercise his business time, attention and ability during normal corporate office business hours to judgment in the discharge of his the duties hereunder and as are customary to the faithful and diligent performance of such this position as those duties and the exercise of such powers as may be assigned are determined from time to or vested in him time by the Board of Directors of the Company 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), the as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as President and Chief Executive Officer of Employer. Employee will not, during the Company and any other senior executive officer of the CompanyTerm, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested indirectly, engage in any other business activitybusiness, except through: (i) continued ownership and management 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 ExecutiveEmployer. 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 current business interestsemployees, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive including policies relating to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in and reporting obligations intended to comply with the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessSecurities Exchange Act of 1933.

Duties. Employee hereby agrees to perform such duties as are customarily associated with and incidental to the position described in Section 2 and as may be assigned to him/her from time to time by the employees of the Company to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the business and interest of the Company. (b) During the term of this Agreement, the Executive Employee shall not engage in any activity that would be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of inconsistent with such duties or with the objectives and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer business of the Company and any other senior executive officer of the Company, all such shall diligently perform his/her obligations and discharge his/her duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderunder this Agreement. (c) Notwithstanding If Employee desires to participate in any outside business, he/she shall disclose his/her interest in writing to the Company, and shall refrain from such participation until Employee obtains the written consent of the Company’s General Counsel, which shall not be unreasonably withheld or delayed. It shall not be considered a violation of the foregoing provisions, for the Executive shall be entitled Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in various leadership capacities in civicthe reasonable discretion of the Company’s General Counsel from time-to-time, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to do not interfere with the performance of the Employee’s duties for the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in Employee acknowledges the greater Baltimore area as the Board may determine, except for reasonably required travel on receipt of the Company's business’s Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee understands and agrees to be bound. Employee shall adhere to all other written policies, rules and regulations established by the Company from time to time.

Duties. (a) During the term of this Agreement, the Executive Employee shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of Company to serve as the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Group (the “▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ValleyGroup”), Maryland 21031which is an operating group of the Company’s parent, Oxford Industries, Inc. (“Oxford”), and shall have such responsibilities, duties and authorities consistent with an Employee at his level as are assigned to him by the Company’s parent Oxford through the President of Oxford. Employee shall fulfill his duties and responsibilities in a reasonable and appropriate manner and in compliance with the Company’s policies and the laws and regulations that apply to the Company’s operation and administration. Other than during any vacation, sick or personal time provided to Employee, Employee shall devote his full business time and attention to the business and affairs of the Company and shall not be engaged in, or such employed by, any other location business enterprise; provided, however, that notwithstanding the foregoing, it shall not be a violation of this Agreement for Employee to (A) serve, with the consent of the Executive Committee of the Oxford Board of Directors consistent with Oxford’s conflict of interest and business ethics policy, on boards, committees or similar bodies of any entity subject to compliance with Section 7 hereof, (B) serve or participate on the boards, committees or similar bodies of the entities listed on Exhibit A hereto, and as an officer of the entity listed therein to the extent disclosed therein, the service and participation of which has received the requisite consent from Oxford, and/or (C) manage Employee’s personal affairs and investments. Employee will be based at the headquarters of the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Group in or around Philadelphia, Pennsylvania. Employee will be required to travel (domestically and/or internationally) from time to time in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessperformance of his duties.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Executive Officer 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 be employed in the have duties and authority consistent with Executive's position set forth in Exhibit A as Executive Vice President and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours shall report to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Chief Executive Officer of the Company (the "BoardReporting Relationship"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companya party or otherwise bound. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Executive shall serve iGTI as President and Chief Executive Officer and agrees to serve in the term same positions with iGATE and to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such positions, and any other duties as may be assigned to Executive by the board of this Agreementdirectors of iGATE (the “Board”) from time to time. Executive will be responsible for the day-to-day business operations of the Company, subject to the supervision and direction of the board of directors of iGTI or the Board. (b) As of the Effective Date, Executive shall be employed appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as director expires. (c) Executive agrees to perform his duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his best efforts to advance the position set forth in Exhibit A business and shall, unless prevented by incapacity, goodwill of the Company. Executive agrees to devote substantially all of his business time, skill, energy and attention and ability during normal corporate office business hours exclusively to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors business of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: for (i) continued ownership positions on the board of directors of other companies or organizations currently held by Executive and management of the Executive’s current business interestsdisclosed on Schedule 2 hereto, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership positions on the board of an interest directors of not more than 2% other companies proposed to be taken up by Executive and disclosed to iGTI and in any entity that does not compete with the Company, provided it does not impair the ability respect of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve which iGTI grants its approval in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companywriting. (d) The During the time Executive shall is employed with iGTI, he will not engage in any other business for his own account or be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031employed by any other Person, or such render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to or for any other location in Person without the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessprior written approval of iGTI.

Duties. (a) During the term Initial Term and any and all Renewal Terms (as hereinafter defined) hereof, Employee shall faithfully perform his duties in accordance with this Agreement and the Bylaws of this Agreementthe Company, serve the Executive shall be employed in Company faithfully and to the position set forth in Exhibit A best of his ability and shall, unless prevented by incapacity, devote substantially all of his business timetime and attention, attention knowledge, energy and ability during normal corporate office business hours skills to the discharge Company. Employee shall be responsible for such matters as assigned to him by the Chief Executive Officer and/or President of his duties hereunder the Company which shall be the normal day-to-day management, operation and maintenance of the financial operations and affairs of the Company in accordance with the Company's annual business plan, budget and assigned duties. Subject to the faithful directions of and diligent performance limitations imposed by the Chief Executive Officer and/or President of such duties the Company, the Employee shall be responsible for interpretation and executive implementation of the exercise of such powers corporate policies for his assigned area(s) which shall be the Company's financial operations and functions as may be assigned to or vested in him set by the Board of Directors of the Company (the "Board")Directors, the President and Chief Executive Officer and/or President of the Company, and shall perform all the duties and have and exercise all rights and powers usually pertaining and attributable, by law, custom, or otherwise, with respect thereto. Subject to the directions of and limitations imposed by the Chief Executive Officer and/or President of the Company, the Employee shall have the authority to effectuate all business matters with respect to his responsibilities and to execute such legal instruments as may be necessary to carry out his duties in the name of the Company and any on its behalf. Employee shall coordinate and supervise the activities of all employees of the Company under his control, have the power to employ and terminate the employment of all such subordinate officers, agents, clerks, and other senior executive officer employees and have the authority to fix and change, from time to time, the compensation of all such officers, agents, clerks and other employees subject to the approval of the President of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) As Executive Vice President and Chief Financial Officer of XM, EMPLOYEE shall have responsibility for all the financial and accounting affairs of XM, subject to the direction of the Chief Executive Officer and the Board of Directors (the “Board”), and such other responsibilities and duties, consistent with his position and expertise, as may from time to time be reasonably prescribed by the Chief Executive Officer or the Board. EMPLOYEE shall report to the Chief Executive Officer. (b) EMPLOYEE’s employment with XM shall be full-time and exclusive. During the term of employment, EMPLOYEE shall devote the whole of EMPLOYEE’s business time, attention, skill, and ability to the faithful and diligent fulfillment of EMPLOYEE’s duties hereunder. EMPLOYEE acknowledges and agrees that EMPLOYEE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may require, including, but not limited to, service as an officer or director of XM or any Affiliate, provided however, that such services, and such office or position, shall be consistent with EMPLOYEE’s position as Executive Vice President and Chief Financial Officer of XM. EMPLOYEE shall comply with all applicable policies of XM and Affiliates. (c) During the term of this Agreementemployment, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive it shall not during his term be a violation of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: this Agreement for EMPLOYEE to (i) continued ownership and management serve on no more than one outside corporate board (except the board of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference hereina Conflicting Organization); and (ii) ownership serve as an officer or director of an interest of a cooperative housing, or civic or charitable organization or committee; (iii) deliver lectures, fulfill speaking engagements, or teach at educational institutions; or (iv) manage personal passive investments, so long as such activities (individually or collectively) do not more than 2% in any entity that does not compete conflict or materially interfere with the Company, provided it does not impair the ability performance of the Executive to discharge fully and faithfully his EMPLOYEE’s duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. Executive shall devote substantially all of Executive’s working time, attention and efforts to the business and affairs of the Company (awhich shall include service to its affiliates), except during any paid vacation or other excused absence periods. Executive shall not engage in outside business activities (including serving on outside boards or committees) During without the term prior written consent of the Board (which the Board may grant or withhold in its sole and absolute discretion); provided that Executive shall be permitted to (i) act as a director of Draken International, Inc., member or manager of JDI Holdings, LLC, and an officer, director and shareholder of Rook Holdings, Inc.; (ii) have a direct and/or indirect ownership interest in non-competing companies and, to the extent any such companies are majority-owned by the Executive, serve as an officer and director of such companies; (iii) serve on the board of directors (or as an advisor) of any business corporation other than a competitor of the Company or where the Board reasonably determines there is an actual conflict of interest; (iv) serve on the board of directors of, or work for, any charitable, non-profit or community organization other than a competitor of the Company or where the Board reasonably determines there is an actual conflict of interest; or (v) pursue his personal financial and legal affairs, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder or violate any restrictive covenants applicable to Executive pursuant to any written agreement with the Company (including, without limitation, the restrictive covenants set forth in Section 5). Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Company from time to time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive (each, a “Policy”), provided that the terms of such Policies do not conflict with the terms of this Agreement, the Executive in which case this Agreement shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofcontrol. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Period, the Executive shall be employed in do and perform all services and acts necessary or advisable to fulfill the position duties and responsibilities of the Executive’s positions and shall render such services on the terms set forth in Exhibit A herein. In addition, the Executive shall have such other executive and shall, unless prevented by incapacity, devote substantially all of his business time, attention managerial powers and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be reasonably assigned to or vested in him the Executive by the Board of Directors of the Company Centers (the "“Centers Board"”) or the Board of Directors of Holdings (the “Holdings Board”), as applicable, commensurate with the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his positionExecutive’s positions. The Executive shall obey report solely and directly to the lawful directions Holdings Board. The Executive’s duties, titles and responsibilities shall not be changed materially at any time without his consent (other than during any period where the Executive is incapacitated due to physical or mental illness). Except for sick leave, reasonable vacations, excused leaves of the Boardabsence, or as otherwise provided in this Agreement, the Company's President Executive shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company skills faithfully, and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management best of the Executive’s current ability, to the duties and responsibilities of the Executive’s positions in furtherance of the business interestsaffairs and activities of GNC and its Affiliates (as defined in Section 5.4(a)). Notwithstanding the foregoing, which are the Executive is permitted, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an adverse business conflict with any Company Party (as defined in Section 5.4(b)), to (a) manage his personal, financial, and legal affairs, (b) serve on civic or charitable boards or committees (it being understood that his continuing to serve on the boards and committees set forth on Exhibit BA, which is attached hereto and incorporated by reference herein; and (ii) ownership will, as of an interest of the Effective Date, be deemed not more than 2% in any entity that does not compete to interfere with the Company, provided it does not impair the ability performance of the Executive to discharge fully and faithfully his duties hereunder. and responsibilities under this Agreement), and (c) Notwithstanding the foregoing provisionsdeliver lectures or fulfill speaking engagements. Except where GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsmaintain his principal residence within 75 miles of the principal office of Centers as of the Effective Date. The Executive recognizes that his primary shall at all times be subject to, comply with, observe and paramount responsibility is carry out faithfully to the Company. best of his ability and in all material respects (dx) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇Centers lawful rules, ▇▇▇▇ Valleyregulations, Maryland 21031policies and codes of ethics and/or conduct applicable to its employees generally and in effect from time to time and (y) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as either the Centers Board or such other location in the greater Baltimore area as the Holdings Board may determine, except from time to time reasonably establish or approve for reasonably required travel on the Company's businesstheir executive officers.

Duties. (a) During the term of this Agreement, The Company agrees to employ the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President Chairman and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “News Channel”) and Fox Business Channel (the “Business Channel”), as Chairman of Fox Television Stations (“FTS”) and Twentieth Television (“TT”), and as Editor-in-Chief of Fox ▇▇▇▇, .▇▇▇▇ Valley, Maryland 21031and the Executive agrees to accept such employment for the Term of Employment as hereinafter defined. During the Term of Employment, or the Executive, subject to the provisions of this Agreement, shall have the title and the duties of Chairman and Chief Executive Officer of the News Channel and the Business Channel, Chairman of FTS and TT, and Editor-in-Chief of Fox ▇▇▇▇.▇▇▇. In performing his duties hereunder, the Executive shall report directly to the Chairman and Chief Executive Officer and President and Chief Operating Officer of News Corporation. In conformity with budgets approved by the Chief Executive Officer of News Corporation, the Executive shall have the authority and perform such duties for (i) the News Channel and Business Channel as shall be consistent with the authority and duties of a chairman and chief executive officer including the right to hire and fire employees (including an executive assistant) and (ii) FTS and TT as shall be consistent with the authority and duties of a chairman. Executive’s duties will include direction of affiliate sales and advertising sales (subject to coordinating such activities with similar activities conducted by other location in Fox Television entities) and content and format of the greater Baltimore area as News Channel and Business Channel and Fox ▇▇▇▇.▇▇▇. In connection with performing his duties under this Agreement, the Board may determineExecutive shall be a Senior Advisor to the Chairman and Chief Executive Officer and President and Chief Operating Officer of News Corporation on television and all broadcast, except for reasonably required travel on cable news, business news and internet matters. During the Term of Employment, subject to the provisions of Section 6(d) hereof, the Executive shall devote all of his business time and attention and give his best efforts and skill to furthering the business and interests of the Company's business. If requested, Executive agrees to serve without additional compensation as a director and/or committee member of the News Channel, the Business Channel, FTS, TT and any other subsidiaries and affiliates of News Corporation. In his capacities under this Agreement, including as a director, Executive shall be indemnified, defended and held harmless for any and all claims as against the Company and Executive and will be insured under News Corporation’s Directors and Officers Liability Insurance Policy. This insurance and/or indemnification will include the provision of legal representation and the payment of damages.

Duties. (a) During Executive shall perform the term duties of Chairman of the Board of Directors and Chief Executive Officer of the Company, subject to the powers by law vested in the Board of Directors of the Company and in the Company’s shareholders. The duties of Executive may be changed from time to time by the mutual consent of Executive and Company without resulting in a rescission of this Agreement. Notwithstanding any such change from the duties specified above, or hereafter assigned, the employment of Executive shall be employed construed as continuing under this Agreement; provided, however, any material changes in Executive’s duties, without Executive’s consent, shall be construed as a termination of Executive without cause. Without limiting the foregoing, Executive also agrees to hold the position set forth in Exhibit A and shallof Chairman of the Board or another mutually agreeable executive position with the Bank as the Bank or the Company may direct without payment of additional compensation. During the Term, unless prevented Executive shall perform the services herein contemplated to be performed by incapacityExecutive faithfully, devote substantially all of his business timediligently, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful best of Executive’s ability, consistent with the highest and diligent performance best standards of such duties the banking industry and in compliance with all applicable laws and the exercise Company’s Articles of Incorporation, Bylaws, and internal written policies. The time devoted by Executive to such powers services shall be appropriate in light of the nature and scope of Executive’s services as may be assigned to or vested in him reasonably determined by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties from time to be consistent with his positiontime. The Executive shall obey also be nominated by the lawful directions Boards of the Board, the Company's President and Chief Executive Officer and any other senior executive officer Directors of the Company and the Executive shall use his diligent efforts Bank to promote the interests serve as a director of the Company and to maintain and promote the reputation thereofBank during the Term. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a1) During The Secondee shall use his best endeavours to promote and protect the term interests of this Agreement, the Executive Group and shall be employed in the position set forth in Exhibit A not do anything which is harmful to those interests. (2) The Secondee shall diligently and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of faithfully perform such duties and the exercise of such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board of Directors CEO. The CEO may also suspend all or any of the Company Secondee's duties and powers for such periods and on such terms as he considers expedient (including a term that the "Board"Secondee shall not attend at the Company's premises), . (3) The Secondee shall give to the President CEO such information regarding the affairs of the Group as he shall require and Chief Executive Officer 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 instructions of 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 Company and with all applicable laws, rules and regulations applicable to the 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 shall pay them to the Company. (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 manner in any other senior executive officer 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 beneficially interested in more than five per cent, of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions securities of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.that class; or (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) Company which may be directly given subject to any terms or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of conditions which the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderCompany requires. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Company does hereby employ and engage the term Employee as Senior Vice President Sales of this Agreementthe Company and each of its subsidiaries and divisions, or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be employed such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to time and as provided in the position set forth Bylaws of the Company, as the same may be amended from time to time. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer 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 such officer deems in Exhibit A the Company's best interest. The Employee shall devote his full-time attention, energy and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability skill during normal corporate office business hours to the discharge of his duties hereunder business and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer affairs of the Company and any other senior executive officer of shall not, during the CompanyEmployment Term (as that term is defined below), all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly actively engaged or concerned or interested in any other business activity, except throughwith the prior written consent of the Company's Board of Directors; provided, however, that in any event any such other business activity will not: (a) adversely affect or materially interfere with the performance of the Employee's duties and responsibilities hereunder, (b) involve a conflict of interest with the Company or (c) involve activities competitive with the business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make investments of an interest of not more than 2% any character in any entity that does business not compete in competition with the CompanyCompany or any of its subsidiaries or divisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided it does not impair provided, however, no such business shall place the ability Employee in a conflict of interest with the Company or interfere with the performance of the Executive to discharge fully Employee's duties and faithfully his duties hereunderresponsibilities under this Agreement. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementWhile employed hereunder, the Executive Executive’s duties shall be employed in commensurate with the position set forth held by Executive, and shall generally not be less than those in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours effect immediately prior to the discharge of his duties hereunder and Effective Time with respect to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer operations of the Company and any other senior executive officer its subsidiaries, except that Executive acknowledges that as a consequence of the CompanyMerger, all such duties to be consistent with his position. The Executive shall obey the lawful directions cease to perform duties that were required of him solely by virtue of the BoardCompany being a public company, which such cessation of duties shall not constitute Good Reason. While employed hereunder, Executive shall devote his full business time to the Company's President performance of his duties and Chief Executive Officer responsibilities hereunder and any other senior executive officer shall faithfully and diligently endeavor to promote the business of the Company and Monex. During Executive’s employment with the Company, the Executive shall use his diligent efforts to promote may not, without the interests prior written consent of the Company and to maintain and promote Monex CEO, directly or indirectly, operate, participate in the reputation thereof. management, operations or control of, or act as an executive, officer, consultant, agent or representative of, any type of competitive business or service (b) The Executive shall not during his term of employment (except other than as a representative an executive of the Company Company); provided that the Executive may, to the extent not otherwise prohibited by this Agreement, devote such amount of time as does not interfere or compete with the consent in writing performance of the Board) be directly Executive’s duties under this Agreement to any one or indirectly engaged or concerned or interested in any other business activity, except throughmore of the following activities: (i) continued ownership and management of investing the Executive’s current business interests, and his family’s personal assets in such manner as will not require significant services to be rendered by the Executive in the operation of the affairs of the companies in which investments are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinmade; and (ii) ownership engaging in community and charitable activities. Executive shall only be permitted to serve as an independent director on one or more boards of an interest directors of not more than 2% in any entity that does not compete other corporations with the Company, provided it does not impair the ability prior approval of the Monex CEO, except Monex agrees that Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled may continue to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.board of directors of gMed, Inc.

Duties. (a) The Company hereby engages Employee to serve as its COO to be responsible for the following: (i) the Company's operational aspects; (ii) assist and support the Company's research and development activities; (iii) assist in the management of the Company's business and development; and (iv) to perform other tasks, as shall be determined, from time to time by the Company's board of directors (the "DUTIES"). During the term of this Agreementhereof, the Executive Employee shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours report to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofCEO. (b) The Executive shall not during his term In addition to the discharge of employment (except as a representative her Duties hereunder in the premises of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair Employee shall make her services hereunder available by telephone during normal business hours, and at such times or at such other places as may mutually be agreed upon between the ability Company and the Employee. Without derogating from the foregoing, at the request and pursuant to the instructions of the Executive to Company, Employee shall discharge fully and faithfully his duties hereunderher Duties and/or perform any specific task hereunder outside of Israel. (c) Notwithstanding Employee shall provide the foregoing provisions, the Executive services hereunder on a full-time basis and shall be entitled to serve in various leadership capacities in civic, charitable devote all necessary time and professional organizations. The Executive recognizes that his primary and paramount responsibility is attention to the furtherance of the business and interests of the Company. (d) The Executive , and shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇perform her Duties diligently and promptly for the benefit of Company, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on strictly and faithfully upholding the Company's businesspolicies. During her engagement hereunder, Employee shall not, without prior written consent of the board of directors, undertake or accept any other paid or unpaid employment, occupation or services as a consultant or otherwise, or engage in or be associated with, directly or indirectly, any other businesses, duties or pursuits, including without limitation, any academic occupation except for strictly de-minimis non-commercial or non-business activities, which do not affect the adequate performance of the Employee's obligations hereunder.

Duties. (a) During the term of this Agreement, the Executive Employee’s duties shall be employed prescribed from time to time by the Board and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to any subsidiary or affiliate of the position set forth in Exhibit A and shallCompany to which he may be elected, unless prevented by incapacity, assigned or appointed. Employee shall devote substantially all of his business time, time and attention and ability during normal corporate office business hours to the discharge performance of his duties hereunder and to responsibilities for and on behalf of the faithful and diligent performance of such duties and the exercise of such powers Company except as set forth herein, or as may be assigned consented to or vested in him by the Board of Directors Company. In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the Company (business. Notwithstanding anything to the "Board")contrary herein, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive nothing in this Agreement shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except throughpreclude Employee from: (i) continued ownership and management serving as a member of the Executive’s current business interestsboard of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any charitable or philanthropic organization, which are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinseparate from the Company; and (ii) ownership engaging in charitable, community or philanthropic activities or any other activities or (iii) serving as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by Employee so as not to affect, individually or in the aggregate, or interfere with the performance of an interest Employee’s duties and responsibilities hereunder, without the consent of not more than 2% in any entity that does not compete the Company. During Employee’s employment with the Company, provided it does not impair Employee shall be governed by, subject to, and be in compliance with all Company policies, procedures, guidelines, practices, rules and regulations applicable to employees generally (“Company Policies”), including without limitation, the ability Onyx Employee Handbook, and in each case, as they may be amended from time to time in the Company’s sole discretion. It is expressly understood that any violation of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive terms of such Company Policies shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to considered a breach of the Companyterms of this Agreement. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Employee shall serve the term of this AgreementEmployer, the Executive shall be employed and its affiliates and associates as such terms are defined in the position set forth Business Corporations Act (Ontario) (collectively “Affiliates”), in Exhibit A such capacity or capacities and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and the exercise of such powers pertaining to the management and operation of the Employer and any of its Affiliates as may be assigned determined from time to or vested in him time by the Chair of the Board of Directors of the Company (the "Board")Employer or his/her designate. Such capacities, the President duties and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to powers shall be consistent with his positionthe position then held by the Employee with the Employer. The Executive shall obey Despite any services the lawful directions Employee may provide to the Affiliates of the BoardEmployer from time to time, the Company's President Employee understands and Chief Executive Officer expressly agrees that, subject to any applicable legislation, the Employee’s employment relationship is and any other senior executive officer of shall remain exclusively with the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofEmployer. (b) The Executive Employee’s duties and responsibilities upon commencing employment shall not during his term of employment (except as a representative of include the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: following: (i) continued ownership All duties and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and responsibilities outlined in Schedule A to this Agreement; (ii) ownership of an interest of not more than 2% in any entity that does not compete Carry out his/her duties and responsibilities with the Companyhighest level of integrity and judgment, and exercise at all times the care, skill and diligence consistent with the Employer’s policies regarding quality and service; (iii) Act as a director and/or officer of the Employer or any of its Affiliates as may be determined from time to time by the shareholders or Chair of the Board of Directors of the Employer in their sole discretion. The Employee acknowledges and agrees that in the event that an appointment to the Board of Directors of the Employer or as an officer of the Employer or as a director or officer of any one or more of its Affiliates shall be terminated for any reason whatsoever, the Employee shall not be entitled to any notice or compensation whatsoever with respect to the termination of such appointment; (iv) Be knowledgeable of, enforce and abide by the Employer’s policies and practices as they may be amended from time to time; (v) Use best efforts to promote the interests and goodwill of the Employer and not act or fail to act, or make or fail to make any statement, oral or written, which would injure the Employer’s business, interests or reputation; and (vi) Other duties that may reasonably be assigned to the Employee, provided it does not impair such duties are consistent with the ability of position then held by the Executive to discharge fully and faithfully his duties hereunderEmployee. (c) Notwithstanding The Employee hereby confirms that he/she is qualified and competent to perform the foregoing provisions, the Executive shall be entitled to serve duties and services as described in various leadership capacities in civic, charitable and professional organizationsthis Agreement. The Executive recognizes that his primary Employee agrees to provide and paramount responsibility is perform his/her duties and services to the CompanyEmployer in a faithful and diligent manner, to the best of his/her ability and on a full time basis. The Employee also agrees to devote all of his/her business time, attention, skill and effort exclusively to the Employer’s business at all times in compliance with the policies, procedures, directions and instructions given to the Employee by the Employer. (d) The Executive Employee’s duties and services shall be based performed and provided at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇such times and for such length of time as prudent management will require. The Employee’s hours of work may vary and be irregular so as to ensure the objectives of the Employee’s employment are met. In accordance with the provisions of the Employment Standards Act, ▇▇▇▇ Valley2000 (Ontario), Maryland 21031as amended or replaced from time to time (“ESA”), or such other location in light of the greater Baltimore area as Employee’s position overtime is not payable for hours worked in excess of the Board may determine, except for reasonably required travel on the Company's businessEmployee’s regular hours.

Duties. (aA) During THE Executive agrees that during the term continuance of this AgreementAgreement 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) If the Board of Directors or its Chairman so directs, the Executive shall without further remuneration serve as an officer of or perform services for one or more subsidiary or associated company of the Company provided that the duties of such office are not inconsistent with the Executive's experience and qualifications and are duties customarily performed by an officer of the Company. The Executive hereby agrees that the Company shall be employed entitled from time to time 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 at liberty to appoint other persons to act jointly with the Executive whether in such secondment or in his normal duties hereunder. (C) During the position set forth in Exhibit A and continuance of this Agreement the Executive shall, unless prevented by incapacityexcept during customary periods of holiday and periods of illness, devote substantially all of his business time, time and attention and ability during normal corporate office business hours to the discharge performance of his duties hereunder and to the faithful business and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer affairs of the Company and any other senior executive officer of its subsidiary and associated companies and to promoting the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the best interests of the Company and to maintain its subsidiary and promote the reputation thereof.associated companies. 3 (bD) The Executive shall not during the continuance of his term of employment hereunder (except as a representative of the Company or with the consent in writing of the BoardBoard of Directors of the Company) be directly or indirectly engaged or concerned in the conduct of any other business nor shall he be directly or indirectly interested in any other such business activity, except through: save through his holding or being interested in investments (iquoted or unquoted) continued ownership and management not representing more than five per cent of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership issued investments of an interest any class of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderone company. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Executive agrees to serve as Executive Vice President, Chief Human Resources Officer of the term Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all her business time, attention, and services to the business and affairs of the Company and its affiliates and to perform her duties to the best of her ability. At all times during the performance of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours will adhere to the discharge Code of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Conduct of the Company (the "Board"), “Code of Conduct”) that has been or may hereafter be established and communicated by the President and Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey may accept directorships on the lawful directions board of directors of not-for-profit corporations without the BoardChief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out her responsibilities under this Agreement, and (b) Executive promptly notifies the Company's President and Chief Executive Officer and any other senior executive officer in writing of the fact that she has accepted such a non-profit directorship. (b) If the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall do not during his term of employment (except as a representative of the Company or with the consent agree in writing of to renew the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive Term pursuant to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsSection 2.2, the Executive shall continue to be entitled employed under this Agreement only until the expiration of the then current Term (unless earlier terminated pursuant to serve in various leadership capacities in civicSection 3.1 hereof), charitable shall cooperate fully with the Chief Executive Officer and professional organizations. The Executive recognizes that his primary and paramount responsibility is to shall perform such duties not inconsistent with the Company. (d) The Executive provisions hereof as she shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in assigned by the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessChief Executive Officer.

Duties. As Executive Vice President and Chief Resource Officer of the Company, the Employee shall: (a) During have such management, supervisory and operational functions as are customary to such position, and such other powers, functions and duties as may be assigned to the Employee by the Board of Directors or Chief Executive Officer of the Company; and (b) diligently, competently, and faithfully perform all of the duties and functions as may be assigned to the Employee hereunder; (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); (d) devote one hundred percent (100%) of the Employee’s full business time, attention, energies, and effort to the business affairs of the Company; (e) achieve the results and other goals required by the Company; and (f) Conduct all of his activities in a manner so as to maintain and promote the business and reputation of the Company. The Employee shall not, during the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested engage in any other business activity; provided, except through: (i) continued ownership however, that the Employee shall be permitted to invest the Employee’s personal assets and management manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to any third party or conflict with the provisions of Section 9, Section 10 or Section 12 hereof, conflict with the Employee’s duties or responsibilities to the Company hereunder, or conflict with any published policy of the Executive’s current business interestsCompany or its affiliates, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of including but not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is limited to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇policy of the Company or its affiliates. Notwithstanding anything to the contrary herein, ▇▇▇▇ Valleythe parties acknowledge and agree that the Employee shall, Maryland 21031during the term of this Agreement and at the request of the Company, also serve as an officer of any subsidiary or such other location in affiliate of the greater Baltimore area Company as the Board may determineCompany shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Company had separately entered into this Agreement, except for reasonably required travel on that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Subject to the discharge of his duties hereunder direction and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors control of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the CompanyCBC, all such duties to be consistent with or his position. The Executive shall obey the lawful directions of the Boarddesignee, the Company's President Employee shall supervise and Chief Executive Officer and any other senior executive officer control the management of the Company and shall have such duties and authority as are normally incident to the position of chief executive officer of a banking subsidiary of a holding company together with such other duties and authority as may be prescribed from time to time by the Chief Executive shall use Officer of CBC or his diligent efforts to promote the interests designee. After completion of the Company Merger, the Employee shall serve as a member of the senior management team of Capital Bank and as Western Regional President (Buncombe and Catawba Counties) and Director of Strategic Planning and Best Practices, and subject to maintain the direction and promote control of the reputation thereof. (b) Chief Executive Officer of Capital Bank, or his designee, the Employee shall supervise and control the management of the western region of Capital Bank and shall have such duties and authority as are normally incident to the position of regional president together with such other duties and authority as may be prescribed from time to time by the Chief Executive Officer of Capital Bank or his designee. The Employee shall at all times discharge his duties in consultation with, and under the supervision of, the Chief Executive Officer of CBC or Capital Bank, or his designee. The Employee shall diligently and conscientiously devote his full and exclusive business time and attention and best efforts in discharging his duties. The Employee shall not during his term of employment (except as a representative of take any action which interferes with or detracts from the Company Company's business or with the consent reputation in writing of the Board) be any way. The Employee shall not directly or indirectly engaged render any services of a business, commercial or concerned or interested in professional nature to any other business activityperson or organization, except through: (i) continued ownership and management whether for compensation or otherwise, without the prior written consent of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that Employee shall make his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or principal office in such other location in the greater Baltimore area place as the Board Chief Executive Officer of CBC and the Employee may determine, except for reasonably required travel on the Company's businessfrom time to time agree.

Duties. (a) During Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall will not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested engage in any other business activity, except through: as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) continued ownership do not materially interfere with the performance of Employee’s duties and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinresponsibilities under this Agreement; and (ii) ownership there is no conflict of an interest with the interests of not more than 2% in any entity that does not compete with the Company, provided it does not impair 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 ability Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of the Executive a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to discharge fully government, industrial, and faithfully his duties hereunder.academic panels; (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company.managing personal investments; or (d) The Executive engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, ▇▇▇▇ Valleyin good faith, Maryland 21031, that there is an irreconcilable conflict of interest or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on activity materially interferes with Employee’s duties to the Company's business. Such activities shall be deemed approved if the CEO fails to respond to Employee’s disclosure within 30 (thirty) days of receipt of same.

Duties. (a) During The Company shall employ the term of this Agreement, Employee as Senior Vice President and General Counsel and the Executive shall be employed in Employee accepts employment with the position Company on the terms and conditions set forth in Exhibit A this Agreement. The Employee agrees to devote her full time and shall, unless prevented by incapacity, devote substantially all attention (reasonable periods of his business time, attention and ability during normal corporate office business hours illness excepted) to the discharge of his duties hereunder and to the faithful and diligent performance of her duties under this Agreement. In general, such duties shall consist of the duties and the exercise of responsibilities described on Schedule A to this Agreement and such powers other duties as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board")”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the President Employee shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and any other senior executive officer regulations of the Company established from time to time of which the Employee is or should be aware, and shall perform her duties in good faith with due care and in the best interests of the Company, all such duties to be consistent with his position. The Executive devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall obey not be deemed a breach of this Agreement, provided that such activities are approved by the lawful directions Board in writing (for the purposes of the Boardthis paragraph, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive term “personal investment, outside business or charitable activities” shall not during his term include passive investment by the Employee of employment (except as her personal assets which investment shall be deemed not a representative breach of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that this Agreement provided such investment does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) violate Section 2 hereof). Notwithstanding the foregoing provisionsforegoing, the Executive Employee shall be entitled to serve engage in various leadership capacities and continue the activities set forth in civic, charitable and professional organizations. The Executive recognizes Schedule B of this Agreement; provided that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determinereview such activities on an annual basis and if the Board determines that such activities are interfering with the performance of her duties hereunder and so notifies the Employee in writing, except for reasonably required travel on the Company's businessEmployee shall terminate such activities within 60 days of such notice.

Duties. (a4.1 You shall carry out such duties as attach to your office of Chief Executive Office and Chief Scientific Officer and any other duties for the Company and/or any Group Company which the Board assigns to you from time to time. It is agreed that your duties shall also extent to as Chief Executive Officer of the Company; it being agreed that this additional appointment is included in the scope of your duties and compensation and the Board may at any time either terminate this aspect of your duties at any time, or, with your consent, make such role a permanent part of your duties, but so that no termination or confirmation shall give rise to any termination or this Agreement either expressly or by implication and no termination of the role of Chief Executive Officer shall give rise to any right of compensation for loss of office. 4.2 Without additional remuneration, you shall accept and hold for such period(s) During as specified by the term Board, any office(s) including any post(s) as director, trustee, nominee and/or representative of the Company and/or any Group Company. 4.3 Subject to the terms of this Agreement, the Executive shall be employed in the position set forth in Exhibit A you shall: (a) devote such of your working time and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties Employment hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be agreed with the Board from time to time; (b) perform the Duties faithfully and diligently and exercise such powers consistent with those Duties as are assigned to or vested in him you by the Company and/or any Group Company and in all cases you shall do so jointly with any person(s) appointed by the Board of Directors of the Company from time to time; (the "Board")c) comply with all common law, the President fiduciary and Chief Executive Officer of statutory duties to the Company and any other senior executive officer of the Group Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Boardincluding, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall but not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is limited to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇seven statutory duties set out in s 171 - 177 Companies ▇▇▇ ▇▇▇▇, so far as they are in force; (d) obey all lawful and reasonable directions of the Board; (e) observe in form and spirit such restrictions or limitations as may from time to time be imposed by the Board; (f) implement and observe in form and spirit any relevant Company and/or Group Company policy, procedures, rules and regulations (whether formal or informal); (g) use your best endeavours to ▇▇▇▇▇▇ Valleythe Company’s interests and save where this causes a conflict with the Company’s interests, Maryland 21031, or such those of its other location in the greater Baltimore area as Group Companies; (h) report to the Board any relevant wrongdoing (including any misconduct or dishonesty) whether committed, contemplated or discussed by any director, employee or worker of the Company and/or any Group Company of which you are aware and irrespective of whether this may determine, except for reasonably required travel on involve any degree of self-incrimination; and (i) keep the Board properly and fully informed in such manner prescribed (with explanations where requested) of your compliance with the Duties and the affairs of the Company and/or any Group Company's business.

Duties. (a) During the term of this Agreement, the 2.1 Executive shall be employed in perform the position set forth in Exhibit A duties of the Senior Vice President/Chief Operating Officer of the Company and shallsuch additional executive duties of Company and its affiliates as may be, unless prevented by incapacity, devote substantially all of his business from time to time, attention and ability during normal corporate office business hours to the discharge requested of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Company's Board of Directors of or the Company (the "Board"), the President and Chairman and/or Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The . 2.2 Executive shall obey the lawful directions of the Board, the Company's President devote his full professional time and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent best efforts to promote the performance of his duties and responsibilities hereunder to advance the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his the term of this Agreement (as defined in Section 1 hereof) be employed, involved or otherwise engaged in, either directly or indirectly, any other employment (except as a representative for gain, profit or other pecuniary advantage, without prior written consent of Company. At no time shall Executive engage in any activity that conflicts with the business of the Company or with the consent its affiliates. Nothing set forth in writing of the Board) this section 2.2 shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: construed to prevent Executive from (i) continued ownership and management acting as a member of Board of Trustees or a member of Board of Directors of any other corporation, or as a member of the Executive’s current business interests, which are set forth on Exhibit B, Board of Trustees of any organization or entity which is attached hereto and incorporated by reference herein; and not a competitor of the Company or (ii) ownership devoting of an interest such of not more than 2% in Executive's time and attention to philanthropic, charitable, civic, community or other activities or endeavors as Executive shall reasonably determine but only to the extent that Executive's pursuance of any entity that activities or endeavors does not compete with materially and adversely effect the Executive's ability to perform and discharge Executive's duties and objectives to the Company hereunder. 2.3 Except for required travel on Company business, Executive shall perform his duties and responsibilities at the Company's principal executive offices located in the greater Philadelphia area. The Company shall furnish Executive with office space, provided it does not impair secretarial assistance, a personal computer, and such other facilities and services as shall be suitable to Executive's position and adequate for the ability performance of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed in by the position set forth in Exhibit A and shallCompany as Chief Executive Officer of the Company, unless prevented by incapacityand, devote substantially all of his business timeas such, attention and ability during normal corporate office business hours Executive shall report directly to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"”), . As long as Executive serves as the President and Chief Executive Officer of the Company, the Company shall cause the Executive to be nominated to serve on the Board, subject to the limitations of applicable law, each time that his term as a director is set to expire. The Executive may also hold such directorships and officerships in VICI REIT, the Company and any other senior executive officer of their affiliates to which, from time to time, the Company, all such duties to Executive may be consistent with his positionelected or appointed during the Term. The Executive shall obey faithfully perform for the lawful directions Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board, which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with comparable companies. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. In addition, Executive will be permitted to serve, with the prior written consent of the Board, the Company's President and Chief Executive Officer and any other senior executive officer as a member of the Company and board of directors or advisory boards (or their equivalents, in the case of a non-corporate entity) of non-competing businesses. Executive shall use his diligent efforts comply with the policies, procedures, standards, and regulations established from time to promote the interests of time by the Company and to maintain and promote (the reputation thereof. (b) The “Policies”). Executive shall not during his term of employment (except as a representative of obtain and keep in full force and effect throughout the Company Term all gaming licenses or with the consent in writing of the Board) be directly approvals necessary or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the appropriate for Executive’s current business interestsposition. During the Term, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineCompany’s offices in New York, NY, except for reasonably required travel on the Company's business’s business consistent with Executive’s position.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of Officer, and the Company and any other senior executive officer of the CompanyPresident, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's Chief Executive Officer, and the President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% in any entity that does not compete with the Companyentity, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall not be entitled to serve prohibited from serving in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. In addition, with the Board’s approval, the Executive shall be free to serve as a Director of a non-competing corporation. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇in Hauppauge, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineNew York, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his his/her business time, attention and ability during normal corporate office business hours to the discharge of his his/her duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him his/her by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his his/her position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his his/her diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his the term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his his/her duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his his/her primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineHauppauge, New York, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall agrees to be employed by and to serve the Corporation as its President and Chief Executive Officer, and the Corporation agrees to employ and retain the Executive in such capacities. In such capacity, the Executive shall render such managerial, administrative and other services as are customarily associated with or incident to such position set forth in Exhibit A and shallshall perform such other duties and responsibilities for the Corporation as the Corporation may reasonably require, unless prevented by incapacity, consistent with such position. The Executive shall devote substantially all a substantial portion of his business time, attention energy, and ability during normal corporate office business hours skill to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors affairs of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and Corporation as the Executive shall use his diligent efforts report to promote the interests Corporation's board of directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive, provided, however, that the Corporation's board of directors may appoint one or more members of the Company board of directors to coordinate the reporting from the Executive to the board of directors. In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive reports to maintain another officer or employee, other than the Corporation's board of directors as a whole, then at any time thereafter, at the Executive's option and promote the reputation thereof. (b) The Executive upon thirty days notice, and provided that such changes shall not during his term of employment (except as a representative of have been rescinded or corrected to the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability reasonable satisfaction of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionswithin said thirty day period, the Executive shall be entitled have the right to serve terminate the employment relationship, and in various leadership capacities in civicsuch event, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive employment shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in deemed to have been terminated by the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessCorporation without cause.

Duties. (a) During Best Efforts: Indemnification. Employee shall serve as Chairman of the term Board, President and Chief Executive Officer, subject only to the directions from the Board of this Agreement, Directors of Company. Subject only to the Executive shall be employed directions of those identified in the preceding sentence, Employee shall have supervision and control over, and sole responsibility for, all executive management of the Company, and shall have such powers and duties as may be from time to time prescribed by the Board of Directors of the Company, provided that the nature of Employee's powers and duties so prescribed shall not be inconsistent with Employee's position and duties set forth in Exhibit A and shall, unless prevented by incapacity, herein. Employee shall devote substantially all of his business time, attention and ability during normal corporate office business hours energies to the discharge business and affairs of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent best efforts to promote advance the best interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) Term be directly or indirectly actively engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the Executive’s current business interestscompany and abide by all reasonable Company policies now or hereafter existing. Subject to the provisions of Company's Certificate of Incorporation and Bylaws, which are set forth on Exhibit Beach as amended from time to time, which is attached hereto Company shall indemnify Employee to the fullest extent permitted by the General Corporation Law of the State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and incorporated attorney's fees) incurred or paid by reference herein; and (ii) ownership Employee in connection with any action, suit, investigation or proceeding arising out of an interest or relating to the performance by Employee of not more than 2% in any entity that does not compete with services for, or the acting by Employee as a director, officer or employee of, Company, provided it does not impair or any other person or enterprise in good faith at Company's request. Company shall obtain and maintain in full force and effect during the ability of the Executive Term, directors' and officers' liability insurance policies providing full and adequate protection to discharge fully and faithfully Employee acting in good faith within his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to for the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Employment Period, Executive will serve as Chief Financial Officer (“CFO”) of this Agreement, CharterMac and will have the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all title of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer Senior Managing Director of the Company. Executive will also work in the capacity of CFO of American Mortgage Acceptance Company (“AMAC”). During the Employment Period, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts report to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valleyor his successor as the Chief Executive Officer of CharterMac (the “CEO”). Executive shall have all the authority and job duties and responsibilities customarily associated with the position of CFO. In addition, Maryland 21031Executive will perform such related and other duties as shall be reasonably assigned to Executive from time to time by the CEO. Executive will devote substantially all of his business time, or such other location best efforts and ability to the business of the Company and its affiliates, will faithfully and diligently perform Executive’s duties pursuant to this Agreement, will comply with the overall policies established by the Company and/or CharterMac and will do all things reasonably in Executive’s power to promote, develop and extend the Company’s business. Executive shall be based in the greater Baltimore area Company’s New York City office. Upon request, the Executive shall also serve as an officer, director or trustee of any entity controlled by, controlling or under common control (within the Board may determinemeaning of Rule 12b-2 promulgated under the Securities Exchange Act of 1934, except as amended (the “Exchange Act”)) with, the Company (an “Affiliate”) for reasonably required travel on no additional compensation. Any compensation paid to the Executive by any Affiliate shall reduce the Company's business’s obligations hereunder by the amount of such compensation (but shall be deemed to have been paid by the Company for purposes of calculating any benefit or severance obligations to the Executive under this Agreement).

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Subject to the discharge supervision and control of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"), the President ”) and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇or any successor as Chairman of the Company (the “Chairman”), ▇▇▇▇ ValleyEmployee shall do and perform all services and acts reasonably necessary or advisable to fulfill the duties and responsibilities of his position including, Maryland 21031without limitation, or overall supervision and management of all day-to-day operations of the Company, and all matters pertaining to the research and development, production, distribution, sale and marketing of the Company’s products and services and the employment of the Company’s employees and shall render such services on the terms set forth herein. In addition, Employee shall have such other location executive and managerial powers and duties with respect to the Company and its parent, subsidiaries, affiliates and strategic partners as may reasonably be assigned to him by the Board or the Chairman to the extent that such additional executive and/or managerial powers and duties are consistent with the Employees powers and duties with Trestle prior to September 15, 2005. Employee shall, throughout the Term, devote such portion of his working time, attention, knowledge and skills faithfully and to the best of his ability, as shall be reasonably necessary to the duties and responsibilities of his position in furtherance of the greater Baltimore area business affairs and activities of the Company and its parent, subsidiaries, affiliates and strategic partners. Executive shall be entitled to provide his personal services to third parties on behalf of Synthetica Ltd. and/or any of its affiliates, and may serve as a consultant or otherwise as a member of the board of directors of other corporations or other business entities not otherwise in competition with the business of the Company (the “Outside Services”), but in any event only to the extent any such services shall not interfere with the full performance of his duties to the Company under this Agreement. Employee hereby represents and warrants that the Outside Services are and shall not be in competition with or related to in any way the business of the Company, and that his Outside Services shall not interfere with the full performance of his duties to the Company. Employee shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board or the Chairman may determine, except from time to time establish for reasonably required travel on employees of the Company's business.” 3. Section 2.3 of the Employment Agreement is hereby deleted. 4. Section 3.1 of the Employment Agreement is hereby amended so that Employee’s Base Salary pursuant to the Employment Agreement effective on a prospective basis on and after September 15, 2005 shall be One Hundred Thousand Dollars ($100,000) per year.

Duties. (a) Executive shall perform such duties and functions consistent with his position as President, and as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. If requested, Executive shall serve as a director of the Company without further compensation. (b) At the request of the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and policies of the Board of Directors of each such subsidiary or affiliate. (c) During the term of this AgreementTerm, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, professional time and attention (vacation time and ability during normal corporate office business hours absences for sickness excepted) to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other professional activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and to do not violate Section 10 hereof. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company's offices in Canton, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company. Notwithstanding the "Board")foregoing, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey perform such services temporarily at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Employment Period, Executive will work for the Company in the capacity of this AgreementChairman of the board of directors of the Company and also will serve as (i) a trustee and the Vice Chairman of the board of trustees of CharterMac, subject to the approval of Executive's initial appointment by the board of trustees of CharterMac and subject to Executive's reelection as a trustee by the shareholders of CharterMac and (ii) the Chairman of the board of directors of the Company. During the Employment Period, Executive shall report to the Chief Executive Officer of CharterMac and Executive shall perform the types of duties and functions as shall be employed in reasonably assigned to Executive from time to time by the position set forth in Exhibit A and shallChief Executive Officer. During the Employment Term, unless prevented by incapacity, Executive will be a member of CharterMac's Strategic Planning Committee. Executive will devote substantially all of his business time, attention best efforts and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer business of the Company and any other senior executive officer its affiliates, will faithfully and diligently perform Executive's duties pursuant to this Agreement, will comply with the overall policies established by the board of trustees of CharterMac and will do all things reasonably in Executive's power to promote, develop and extend CharterMac's and ARCap's business. In determining whether Executive is devoting substantially all his business time, best efforts and ability to the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer business of the Company and the its affiliates, Executive shall use may only engage in those business activities aside from his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: duties hereunder which are either (i) continued ownership and management of the Executive’s current business interests, which are set forth on in the attached Exhibit B, which is attached hereto and incorporated by reference herein; and or (ii) ownership are disclosed to CharterMac's board of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully trustees and faithfully his duties hereunderapproved by it. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term 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, reporting to the full Board. Executive shall have the title of this AgreementPresident and Chief Executive Officer commencing as of the Effective Date and shall have such duties, authorities and responsibilities as are consistent with the customary duties, authorities and responsibilities of such a position for a public company, and as the Board may designate from time to time while the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers serves as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of Company. While Executive is the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer of the Company, Executive will report directly to the full Board. Executive shall devote substantially all of Executive’s business time and any other senior attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the Company; provided that this Section 2 shall not 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 civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to approval by the Board in its sole discretion, participating on one (1) board of directors or similar body of a for-profit organization, in each case, so long as such activities in the aggregate do not (a) materially interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii), (iii), and (iv) 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 the board of directors of any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to election by the shareholders of the Company and the Executive shall use his diligent efforts from time to promote the interests time, serving as a member of the Company and to maintain and promote Board during the reputation thereofEmployment Period. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. The Company hereby agrees to employ Executive as its ------ Chairman of the Board and Senior Advisor for the "Employment Period" (a) During the as such term of this Agreementis hereinafter defined); provided, the Executive shall be employed however, that in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by event the Board of Directors or Executive shall have determined on or before December 31, 1999 or at time thereafter that Executive shall resign from the position of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions Chairman of the Board, (a) Executive's title shall change automatically to Senior Advisor without any further action on the Company's President and Chief Executive Officer and any other senior executive officer part of the parties hereto and (b) at any time thereafter, Executive shall have the right to modify his status with the Company from an employee to an independent contractor during the Employment period and, to the extent permitted by the applicable law, all of the provisions of this Agreement shall continue to remain in full force and effect during the remainder of the Employment Period. The Company and Executive hereby agree to enter into any and all agreements necessary to effectuate the purpose of clause (b) of this Section 2, including amendments to Executive's existing stock option agreements to provide that such stock options will continue to vest and remain outstanding while Executive shall continues as an independent contractor to the same extent as if he remained an employee. Executive in either capacity agrees to use his diligent best efforts during the Employment Period to protect, encourage and promote the interests of the Company and its subsidiaries and affiliates (collectively, the "Affiliates"). During the Employment Period, Executive shall also perform such other duties consistent with the offices held by Executive, including overseas business travels, as may be reasonably assigned to maintain him from time to time by the Chief Executive Officer of the Company, and promote the reputation thereof. (b) The will devote substantial time and attention to such duties, except while on sick leave, reasonable vacations and excused leaves of absence; provided, however, that Executive shall not during his term be required to perform services in -------- ------- excess of employment 100 hours per month (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderincluding travel time). (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive 3.1 The Employee shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties as are typically assigned to >Ɣ[S@toicus Note: Please insert the designation of the Employee], and the exercise of such powers other duties as may be assigned to or vested in him / her from time to time by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey Employee shall, at all times, during the lawful directions of Employment Term, faithfully and diligently promote and protect the Board, the Company's President Business and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and its Affiliates, subsidiaries, representatives, officers, employees or any other Persons related to maintain and promote the reputation thereofit. (b) The Executive 3.2 During the Employment Term, the Employee shall not during his term of employment (except as a representative be governed by the service rules, regulations, policies and procedures of the Company in force, or with the consent in writing 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 the Board) be directly conduct, and / or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsmatters. Further, the Executive shall be entitled Employee shall, during the Employment Term, perform his / her duties with utmost honesty, diligence, orderliness, obedience and faithfulness to serve in various leadership capacities in civic, charitable promote and professional organizations. The Executive recognizes that his primary protect the Business and paramount responsibility is to 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 him / her by the Company from time to time, and the Employee acknowledges that the nature of work and the environment at the Company requires flexibility on part of the Employee, and that he / she shall undertake and perform additional duties from time to time. Further, the Employee shall not simultaneously engage in any other gainful or commercial activity (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇other than normally acceptable personal investment activity), ▇▇▇▇ Valleybusiness or professional activity, Maryland 21031whether on a part-time or full-time basis, directly or indirectly, or such other location in whether during or outside office hours or within or outside the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessoffice premises.

Duties. (a) During the term of this Agreement, the Executive The Employee shall be employed as Executive Vice President of the Company and Executive Vice President - Marketing & Business Development of the Company's wholly-owned subsidiary, National Network Technologies, LLC, a Delaware limited liability company ("NNT"), shall faithfully perform and discharge such duties as inhere in the position set forth in Exhibit A positions of Executive Vice President of the Company and shall, unless prevented by incapacity, devote substantially all Executive Vice President - Marketing & Business Development of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers NNT as may be assigned specified in the By-laws of the Company or the Limited Liability Company Agreement of NNT with respect to or vested in him by such positions, and shall also perform and discharge such other duties and responsibilities consistent with such position as the Board of Directors of the Company (the "BoardBoard of Directors"), ) shall from time to time determine. The Employee shall report to the President and Chief Executive Officer of the Company and any other senior executive officer Company. The 2 Employee shall perform his duties principally at offices of the CompanyCompany in New York City, all New York, with such duties travel to be consistent with his position. The Executive shall obey such other locations from time to time as the lawful directions of the Board, the Company's President and Chief Executive Officer may reasonably prescribe. Except as may otherwise be approved in advance by the Board of Directors, and any except during vacation periods and reasonable periods of absence due to sickness, personal injury or other senior executive officer 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 Executive Employment Term and shall use his diligent efforts best efforts, judgment and energy to promote improve and advance the business and interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as its subsidiaries in a representative of the Company or manner consistent with the consent in writing duties of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderpositions. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Company does hereby hire, engage, and employ Employee as the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer Chairman of the Company, all and 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 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 be consistent herewith and with Employee's offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Chairman of the Company with a sales volume and the number of employees commensurate with those of Company. . Throughout the Period of Employment, Employee shall devote part of his time, energy, and skill to the performance of his duties for Company. The foregoing notwithstanding, Employee shall be permitted to (1) engage in charitable and community affairs, (ii) act as a officer and/or director of any corporations or organizations outside Company and -------------------------------------------------------------------------------- receive compensation therefore, and (iii) to make investments of any character in any business or businesses not in competition with Company and to manage such investments. Employee shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to Company under this Agreement. The Company shall furnish Employee with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Employee's duties hereunder and consistent with his position. The Executive shall obey positions as to the lawful directions Chairman of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, Barry shall serve as the Executive shall be employed in Chief Operating Officer and Chief Fina▇▇▇▇▇ Officer of the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Company reporting directly to the discharge Chief Executive Officer of his duties hereunder the Company, and to the faithful he shall perform such duties, and diligent performance of have such powers, authority, functions, duties and responsibilities for the exercise of such powers Company as may be are reasonably assigned to or vested in him by the Chief Executive Officer and the Board of Directors of the Company (the "Board")) and as are consistent with the duties, the President responsibilities, and Chief Executive Officer activities of the Company and any other a senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey To the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of extent that the Company becomes a division or subsidiary of another entity, Barry shall report directly to, and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activityhave such powers, except through: (i) continued ownership and management of the Executive’s current business interestsauthority, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ f▇▇▇▇▇ons, duties and responsibilities as are reasonably assigned to him by, the Chief Executive Officer of the division or subsidiary that currently comprises the Company or to a senior executive officer of such other entity. It is understood that the duties of Barry, should the Company become a division or subsidiary of a▇▇▇▇▇r entity, shall be generally consistent with his duties prior to such event, but shall take into account the changes associated with running a division or subsidiary, rather than an entire entity. The principal location of Barry's employment shall be at the Company's principal office which shall be located in the New York City vicinity (i.e. within a twenty (20) mile radius of Manhattan), although Barry understands and agrees that he will be required to travel ▇▇▇▇ time to time for business reasons. Barry shall devote substantially all of his business time to the p▇▇▇▇▇mance of his duties as the Chief Operating Officer and Chief Financial Officer of the Company during the term of this Agreement. Barry shall not, directly or indirectly, render professional servi▇▇▇ ▇o any other person or entity, without the consent of the Company's Board of Directors; provided, however, that nothing contained herein shall prevent Barry from rendering any service to any charitable organization o▇ ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area ily business so long as the Board may determine, except for reasonably required travel on the Company's businessit does not interfere unreasonably with his duties and obligations hereunder.

Duties. (a) a. During the term of her employment pursuant to this Agreement, Employee shall serve the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder Company faithfully and to the faithful best of her ability and diligent shall devote her business and professional time, energy, and diligence to the performance of such the duties and the exercise of such powers 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, as may reasonably be assigned or delegated to or vested in him her from time to time by the Board of Directors of the Company (Company. b. Notwithstanding the "Board")foregoing, Employee shall be principally responsible for, and shall have full power and authority to perform all duties incidental to the President and Chief Executive Officer offices of Secretary including, but not limited to, keeping the minutes of the Company stockholders' and any other senior executive officer of the Companydirectors' 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 from time to time may be assigned to her by the 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 consistent with his positionassigned to her by the president or by the directors. The Executive Treasurer shall obey be excused from giving a sum and/or surety for the lawful directions faithful performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his her duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive . Employee shall be entitled principally responsible for, and shall have full power and authority to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is perform all duties incidental to the legal representation of the Company. (d) The Executive c. Notwithstanding the foregoing, it is understood that Employee shall be based at current Company headquarters at continue to provide services to the law firm of Kite, Bowen & Associates, P.A., and to provide legal counsel to Kyten E▇▇▇▇▇ ▇▇▇▇▇▇▇Corporation, Strata Coal, LLC, Perdase Holdings, Inc., Jenco Capital Corporation, and to other individuals or entities, a▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, at the performance of such services shall not be used as a basis for termination under Section 3.1 and shall not constitute a breach of the Employee's representations or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessobligations under Section 6.9.

Duties. (a) During the term of this Agreement, the Executive L▇▇▇▇▇▇ shall be employed responsible for the management of the Company. In addition, L▇▇▇▇▇▇'▇ duties shall be such duties and responsibilities as the Company shall specify from time to time, and shall entail those duties customarily performed by the Chief Executive Officer of a company with a sales volume and number of employees commensurate with those of the Company. L▇▇▇▇▇▇ shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to his position. L▇▇▇▇▇▇ shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's board of directors. L▇▇▇▇▇▇ shall be responsible and report only to the Company's board of directors. The Company's board of directors, in its sole and absolute discretion, shall determine L▇▇▇▇▇▇'▇ duties and responsibilities and may assign or reassign L▇▇▇▇▇▇ to such duties and responsibilities as it deems in the position set forth in Exhibit A Company's best interest. L▇▇▇▇▇▇ shall devote his full-time attention, energy, and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability skill during normal corporate office business hours to the discharge of his duties hereunder business and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer affairs of the Company and any other senior executive officer of shall not, during the CompanyEmployment Term, all such duties to as that term is defined below, be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly actively engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management with the prior written consent of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership Company's board of an interest of not more than 2% directors. Nothing in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive this Agreement shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇preclude L▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, from devoting reasonable periods required for: (a) serving as a director or such other location in member of a committee of any organization or corporation involving no conflict of interest with the greater Baltimore area as the Board may determine, except for reasonably required travel on interests of the Company's ; (b) serving as a consultant in his area of expertise (in areas other than in connection with the business of the Company), to government, industrial, and academic panels where it does not conflict with the interests of the Company; and (c) managing his personal investments or engaging in any other non-competing business; provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement as determined by the Company.

Duties. (a) During The Executive shall have such duties and responsibilities as may be as determined by the term Board of Directors of the Corporation in accordance with the Amended and Restated By-Laws of the Corporation in effect from time to time, provided that such duties shall at all times be consistent with the duties normally performed by the Chairman and Chief Executive Officer of companies engaged in businesses similar to the Business of the Corporation. For purposes of this Agreement, the "Business" of the Corporation shall mean providing business-to-business electronic commerce extranet software and services to Global 1000 companies. The Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, agrees to devote substantially all a substantial portion of his business time, attention and ability during normal corporate office business hours energies to the discharge diligent performance of his duties hereunder and will not, during the Term hereof, engage in, accept employment from, or provide services to any other person, firm, corporation, governmental agency or other entity that engages in, any activities which, in the faithful and diligent opinion of the Board of Directors, would materially conflict with or detract from the Executive's reasonable performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board")duties; provided, the President and Chief Executive Officer of the Company and any other senior executive officer of the Companyhowever, all such duties to be consistent with his position. The Executive that nothing herein shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and restrict the Executive shall use his diligent efforts from providing services of any nature to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇▇▇▇ Valley, Maryland 21031Inc. ("WarrantyCheck") and its successors and assigns, or acting in any capacity, including without limitation, as Chairman, Chief Executive Officer and President with respect to WarrantyCheck; provided, further, that if such involvement regularly exceeds ten (10) business hours per week, the procedures set forth in Section 3(b) may be instituted by a majority of the disinterested members of the Corporation's Board of Directors (the "Disinterested Directors"); and provided, further, that the Executive shall be permitted hereunder (i) to serve on the board of directors of any other location corporation or trade associations with the consent of the Corporation's Board of Directors, (ii) to engage in any charitable activities and community affairs, and (iii) to participate in or assist with the creation or management of any other start-up, developmental or new venture or business (a "New Venture") that does not compete with the Business of the Corporation as a non-employee director, provided that with respect to such New Venture, the Executive receives the prior consent of the Disinterested Directors in connection therewith and such participation or assistance with such New Ventures does not, individually or in the greater Baltimore area as aggregate, materially interfere with the Executive's performance of his obligations and duties hereunder; provided, however, that no consent of the Corporation's Board of Directors or of the Disinterested Directors shall be required in connection with a passive investment in a business that does not compete with the Business of the Corporation. (b) If the Executive's involvement in WarrantyCheck regularly exceeds ten (10) business hours per week and the Disinterested Directors reasonably believe that such involvement materially interferes with the Executive's performance of his obligations and duties hereunder to the Corporation, the Disinterested Directors shall provide written notice of such belief to the Executive. Promptly after receipt of such notice, the Executive and the Disinterested Directors shall meet to discuss the Executive's involvement with WarrantyCheck. If, after such discussion, such members of the Board may determine, except for reasonably required travel in their sole discretion, that Executive's involvement in WarrantyCheck materially interferes with Executive's performance of his obligations and duties hereunder, then the Executive shall decide either to (i) resign as CEO and/or President (but not Chairman) of WarrantyCheck and otherwise reduce his involvement with WarrantyCheck to a level that is satisfactory to the Disinterested Directors or (ii) resign as CEO (but not Chairman) of the Corporation. Upon such a decision, the Executive and the Disinterested Directors shall mutually agree to an appropriate transition plan and schedule to promptly effect such decision, which shall, to the extent possible, minimize the adverse impact thereof on the Company's affected business. (c) If the Executive resigns under Section 3(b)(ii) above, this Agreement shall remain in full force and effect, except that (i) the Executive's Annual Salary (as defined below) shall be reduced by 75%, (ii) any unearned Annual Incentive Bonus (as defined below) shall be forfeited, and (iii) all Employee Benefits and Additional Benefits provided under Section 5 shall be eliminated, reduced or modified so that thereafter they are no greater than the benefits generally provided to the other non-employee directors of the Corporation.

Duties. (a) During the term Term, Employee agrees to serve Employer as its President, Chief Executive Officer and Chairman of this Agreementits Board of Directors (the “Board”), the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours reporting to the discharge of his duties hereunder Board, and to the faithful and diligent performance of in such duties and the exercise of such powers other executive capacities as may be assigned requested from time to or vested in him time by the Board of Directors of or a duly authorized committee thereof; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the Company foregoing offices, and (ii) Employee shall not be obligated, without his consent, to relocate his principal office location from Fairfield, Connecticut (or the "Board"surrounding area), although the President and Chief Executive Officer foregoing limitation is not intended to limit Employee’s requirement, in the normal course of business, to travel to the Company and any Employer’s other senior executive officer of the Companybusiness locations. Employee shall serve, all such duties to be consistent with his position. The Executive shall obey the lawful directions if elected, as a member of the Board, and shall render similar such services for corporations directly or indirectly controlled by Employer or by Roller Bearing Holding Company, Inc. (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the Company's President duties Employee is to perform for Employer and Chief Executive Officer with Employee’s stature and any other senior executive officer of experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof“Services.” (b) The Executive During the Term, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not during his term of employment (except as a representative of the Company or with the consent restrict Employee’s rights to engage in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activitypassive investment activities, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to on the Company. boards of directors of other entities (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031so long as such activities are not violative of Section 4 below), or such to engage in civic and other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businesssimilar activities.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, directives of the Chief Executive Officer 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 be employed in the have duties and authority consistent with Executive's position set forth in Exhibit A as Executive Vice President and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours shall report to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Chief Executive Officer of the Company (the "BoardReporting Relationship"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; community affairs and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsis a party or otherwise bound. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.Employment Agreement-2001

Duties. (a) During 2.1 The Employee shall perform and discharge well and faithfully the term authority, duties and responsibilities which may be assigned to the Employee from time to time by the Chief Executive Officer of the Employer in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Chief Executive Officer of the Employer shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying a the positions held by the Employee pursuant to the terms of this Agreement, the Executive shall be employed in the position including, but not limited to, those set forth in 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 shall, unless prevented by incapacity, : (a) devote substantially all of his 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; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the Chief Executive Officer of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee's entire business time, attention and ability energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal corporate office business hours hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the discharge Business of his duties hereunder the Employer and to which will not require any services on the faithful part of the Employee in their operation or affairs and diligent performance in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided that such duties purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer and the exercise of such powers (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer FLAG approves of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is activities prior to the CompanyEmployee's engaging in them. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Period of Employment (as defined in Section 3), Executive shall serve the Company in such positions fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Chief Executive shall be employed in the position set forth in Exhibit A Officer and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"”), and the President and Chief Executive Officer corporate policies of the Company as they presently exist, and any other senior executive officer as such policies may be amended, modified, changed, or adopted during the Period of Employment, and Executive shall have duties and authority consistent with Executive’s position as an Executive Vice President, Operations. If requested by the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions also serve as a member of the Board, the Company's President and Chief Executive Officer Board and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofBoard committees without additional compensation. (b) The Throughout the Period of Employment, Executive shall not during devote his term full business time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with the consent in writing of the Board) Company, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interestscommunity affairs, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership to make investments of an interest of not more than 2% any character in any entity business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that does such activities do not compete interfere with the Companyperformance of Executive’s duties hereunder or conflict with the provisions of Sections 13 and 14, and further provided it does that Executive shall not impair serve as a director of any other publicly traded entity without gaining the ability consent of the Chief Executive Officer and the Corporate Governance and Nominating Committee of the Board prior to discharge fully and faithfully his duties hereunderthe commencement of such service. (c) Notwithstanding Executive shall exercise due diligence and care in the foregoing provisionsperformance of his duties for and the fulfillment of his obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive shall be entitled to serve in various leadership capacities in civicwith office, charitable secretarial and professional organizations. The other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as an Executive recognizes that his primary and paramount responsibility is to Vice President, Operations, of the Company. (de) The 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 be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031not constitute a breach of, or such otherwise contravene, the terms of any employment or other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessagreement or policy to which Executive is a party or otherwise bound.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge of his duties hereunder direction and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors control of the Company (the "Board"), the President and Company’s Chief Executive Officer of the Company (“CEO”). Executive shall perform such duties and any other senior executive officer functions for and on behalf of the Company consistent with his position and experience as Chief Financial Officer, as are reasonably requested of Executive from time to time by the CEO. Executive shall use reasonable best efforts to devote all of his working time, skill and efforts to the performance of Executive’s duties under this Agreement in a manner that will faithfully and diligently further the business and interests of the Company; provided, all such duties however, that Executive shall in any event be permitted (a) to be consistent with his position. The Executive shall obey the lawful directions a member of the Board, the Company's President boards of directors (or similar governing bodies) of other entities and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not during his term unreasonably interfere with Executive’s duties as set forth herein and (y) with respect to membership on any board of employment directors (except or similar governing body), such membership is approved by the CEO, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as a representative of the Company or with the consent in writing of the Board) date hereof and disclosed on Exhibit A shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are deemed conclusively approved. Except as set forth on Exhibit BA hereto, which Executive represents and warrants as of the date hereof and as of the Effective Date that he is attached hereto and incorporated by reference herein; and (ii) ownership not a member of an interest any board of not more than 2% in directors or similar governing bodies of any entity that does not compete other than the Company or its subsidiaries. Executive, in the performance of Executive’s duties hereunder, shall use good faith, reasonable efforts to cause the activities of the Company to be conducted substantially in accordance with the Company, provided it does not impair the ability terms of the Executive limited liability company operating agreement of the Company as amended and in effect from time to discharge fully time and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsapplicable laws, the Executive shall be entitled to serve and will, in various leadership capacities in civicall material respects, charitable observe and professional organizations. The Executive recognizes that his primary and paramount responsibility is adhere to the Company. (d’s code(s) The Executive shall of conduct and ethics and other corporate governance codes and policies as now existing or which may hereafter be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on adopted by the Company's business.

Duties. (a) During a. While the term of Executive is employed pursuant to this Agreement, the Executive he shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of perform such duties and the exercise of discharge such powers responsibilities as may be assigned to or vested in him by the Board of Directors of the Company Corporation shall from time to time direct, which duties and responsibilities shall be commensurate with the Executive's position. The Executive shall comply fully with all applicable laws, rules and regulations as well as with the Corporation's policies and procedures. The Executive shall devote his entire working time to the business of the Corporation and shall use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. While the Executive is employed pursuant to this Agreement, he shall not engage in any other business activities or hold any office or position, regardless of whether any such activity, office or position is pursued for profit or other pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Executive may engage in (i) personal investment activities for himself and his family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with the performance of his duties and responsibilities hereunder. Notwithstanding the foregoing, however, the Executive shall be permitted to devote up to twenty percent of his working time to educational and non-profit endeavors not related to the business of the Corporation, including teaching at a college or university or related executive education program and related business development activities for a college or university (collectively, "BoardAcademic Work"), subject to the President following limitations: (i) the Academic Work shall be performed at the Executive's sole expense; (ii) the Academic Work shall not violate or cause violation of the Executive's other duties to the Corporation, including without limitation Section 7.d below (Non-Competition; Non-Solicitation) or the Code of Business Conduct and Ethics or other policies adopted by the Corporation; (iii) prior to each quarter of each calendar year, the Executive shall report to the Chief Executive Officer of the Company Corporation on the Academic Work he plans to undertake during that quarter; and any other senior executive officer (iv) the Academic Work shall not materially interfere with the Executive's performance of his duties under this Agreement, including without limitation travel that makes the Executive unavailable for activities related to the business of the CompanyCorporation, all and in the event the Chief Executive Officer reasonably determines that the Academic Activities may or will cause such interference, the Executive shall make such reasonable accommodations as are necessary to remove the interference. b. The Board of Directors of the Corporation reserves the right from time to time to assign to the Executive additional duties and responsibilities and to delegate to other employees of the Corporation duties and responsibilities normally discharged by the Executive. All such assignments and delegations of duties and responsibilities shall be made in good faith and shall not materially affect the general character of the work to be consistent with his positionperformed by the Executive. The Executive shall obey hold such officerships and directorships in the lawful directions of the Board, the Company's President and Chief Executive Officer Corporation and any other senior executive officer of the Company and the Executive shall use his diligent efforts subsidiary to promote the interests of the Company and which, from time to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionstime, the Executive shall may be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companyappointed or elected. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During Employee shall, during the term Term, serve as Executive Vice President, General Counsel and Secretary of Employer. Employee’s principal duties shall be to (1) act as chief legal counsel to Employer and (2) perform such executive, managerial and administrative duties as the Chairman and Board of Directors of Employer may, from time to time, reasonably request and which shall not be inconsistent or incompatible with Employee’s current role as chief legal counsel. Any implication anywhere in this Agreement to the contrary notwithstanding, Employer and Employee recognize that, as a member of the State Bar of Georgia, Employee shall, at all times, (i) be bound by and act in accordance with the rules, regulations and policies of the State Bar of Georgia, including without limitation the Canons of Ethics and Standards of Conduct, as from time to time promulgated and/or amended, and (ii) act in such manner as to protect the attorney-client privilege between Employee and Employer unless Employer shall specifically consent, in a writing signed by the Chairman or President of Employer, to the waiver of such privilege. In no event shall Employee’s employment be terminated, nor shall Employee be deemed to be in breach of this Agreement, by reason of any action or decision taken by him in good faith while acting pursuant to and in accordance with the Executive preceding sentence. (b) Subject to the preceding subparagraph, during the Term, Employee shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention energy and ability during normal corporate office business hours skill to performing the discharge duties of his duties employment (vacations as provided hereunder and to the faithful and diligent performance reasonable absences because of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"illness excepted), the President shall faithfully and Chief Executive Officer of the Company industriously perform such duties, and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent best efforts to promote the interests follow and implement all management policies and decisions of the Company and to maintain and promote the reputation thereof. (b) The Executive Employer. Employee shall not during his term become personally involved in the management or operations of any other company, partnership, proprietorship or other entity, other than any Affiliate, without the prior written consent of Employer; provided, however, that so long as it does not interfere with Employee’s employment hereunder, Employee may, with Employer’s consent, (except 1) serve as a representative of the Company director, officer or with the consent partner in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity a company that does not compete with the CompanyBusiness of Employer and the Affiliates so long as the aggregate amount of time spent by Employee in all such capacities shall not exceed twenty (20) hours per month, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c2) Notwithstanding the foregoing provisionsserve as an officer or director of, the Executive shall be entitled to serve in various leadership capacities in or otherwise participate in, educational, welfare, social, religious, civic, charitable trade and professional industry-related organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Employment Term, the Executive shall serve as the President — Media of the Company. The Executive shall have the duties and responsibilities customarily exercised by an individual serving in such a position in a corporation of the size and nature of the Company. In her capacity as President — Media, the Executive shall use her best energies and abilities in the performance of her duties, services and responsibilities for the Company as further detailed by the Chief Executive Officer (the “CEO”) and the Board of Directors (the “Board”). In performing such duties, services and responsibilities, the Executive will report directly to the CEO. (b) During the Employment Term, the Executive shall devote substantially all of her business time and attention to the businesses of the Company and its subsidiaries and affiliates and shall not engage in any activity inconsistent with the foregoing, whether or not such activity shall be engaged in for pecuniary profit, unless approved by the CEO or the Board; provided, however, that, to the extent such activities do not violate, or interfere with her performance of her duties, services and responsibilities under, this Agreement, the Executive shall be employed in the position set forth in Exhibit A permitted to manage her personal, financial and shall, unless prevented by incapacity, devote substantially all of his business time, attention legal affairs and ability during normal corporate office business hours to the discharge of his duties hereunder serve on civic or charitable boards and to the faithful and diligent performance committees of such duties and boards, it being agreed that the exercise of such powers as may be assigned to or vested in him by Executive shall resign from the Board of Directors of Board. During the Company (the "Board")Employment Term, the President and Chief Executive Officer Executive’s principal location of employment shall be at the Company’s executive offices in New York City, New York, except for customary business travel on behalf of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President its subsidiaries and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderaffiliates. (c) Notwithstanding Upon any termination of the foregoing provisionsExecutive’s employment with the Company, the Executive shall be entitled deemed to serve in various leadership capacities in civichave resigned from all other positions she then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, charitable unless otherwise agreed by the Company and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the CompanyExecutive. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Term (as defined below), the Company shall employ the Executive shall be employed in the position set forth in Exhibit A as its Chief Financial Officer. The Executive agrees that he will perform all duties that are reasonable and shall, unless prevented by incapacity, devote substantially all customary of his business time, attention a chief financial officer of a public reporting company and ability during normal corporate office business hours to the discharge of his such other lawful duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Company and the Board of Directors of the Company (the "“Board"”). The Executive agrees that he will devote sufficient attention, time, and effort to the President business and Chief Executive Officer affairs of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofits Affiliates. (b) The Executive will perform his duties diligently and competently and shall act in conformity with all Company policies, and within the limits, budgets and business plans set by the Company. The Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of executives of the Company. The Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that competes, conflicts or interferes with the performance of his duties hereunder in any material way during his term of employment (except as a representative of the Employment Term; provided, however, that the Company or with recognizes that the consent in writing of Executive currently provides certain outside consulting services, and agrees that the Board) Executive shall be directly or indirectly engaged or concerned or interested in any other business activitypermitted to continue to do so, except through: (i) continued ownership and management of so long as the Executive’s current business interests, which responsibilities to the Company hereunder are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderprioritized over all other outside consulting work. (c) Notwithstanding the foregoing provisionsFor purposes of this Agreement, the Executive shall be entitled to serve term “Affiliates” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and any partnership, joint venture, unincorporated association or limited liability company in various leadership capacities in civicwhich the Company has a direct or indirect ownership interest, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to or which are under common ownership or control with the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementBAIGlobal hereby employs, the engages, and hires Executive shall be employed in the position capacity set forth in Exhibit A Section 1 hereof, and shallExecutive hereby accepts and agrees to such hiring, unless prevented by incapacityengagement and employment, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge of his duties hereunder general supervision of, and pursuant to the faithful orders, advice and diligent performance direction of, BAIGlobal's Board of Directors. Executive shall perform such duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as that engaged in by BAIGlobal, and the exercise of shall also additionally render such powers other and unrelated services and duties consistent with his executive officer status in Section 1 hereof as may be assigned to or vested in him from time to time by the Board of Directors of BAIGlobal, subject to the Company provisions of Section 2(e)(v) of the Stock Purchase Agreement (as defined in Section 4(b) hereof). Executive shall devote all of his working time and efforts to the "Board"business and affairs of BAIGlobal, provided that nothing herein shall prohibit Executive from (a) engaging in personal investment activities (subject to the restrictions set forth in Section 10(a) hereof), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The serving as an executor, trustee or in another fiduciary capacity, or (c) engaging in religious, charitable or other community or non-profit activities, in each case, so long as such permitted activities do not interfere with the performance of Executive's duties and responsibilities under this Agreement. During the term of Employment, Executive shall also serve as a director of BAIGlobal. Executive shall perform such services wherever the Board of Directors of BAIGlobal shall in good faith direct; however, Executive shall not during be required to remove his term of employment (except permanent residency from the New York, New York area or be absent from such area for such extended periods as a representative of the Company or with the consent to make his continued residence in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of such area not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderpracticable. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Term, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers while serving as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company the Executive shall have such authority and any duties as are customary in such positions, and shall perform such other senior executive officer services and duties as the Disinterested Directors may from time to time designate consistent with such positions. During the Employment Term, the Executive agrees to live in the environs of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofheadquarters. (b) The Executive shall not during his term of employment (except as a representative report solely to the Board. All senior officers of the Company or with the consent in writing of the Board) be shall report, directly or indirectly engaged or concerned or interested in any through other business activitysenior officers, except through: (i) continued ownership to the Executive, and management the Executive shall be responsible for reviewing the performance of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership other senior officers of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair and shall from time to time present to the ability Board his recommendations for any adjustments to the salaries of and bonus payments to such officers. The Executive shall be responsible for, and, subject to discussion with and ratification by the Board, have the authority to enter into, employment contracts on behalf of the Executive to discharge fully and faithfully his duties hereunderCompany with other executives of the Company. (c) Notwithstanding The Executive shall devote his full business time and best efforts to the foregoing provisionsbusiness affairs of the Company; however, the Executive shall be entitled to serve in various leadership capacities in civic, charitable may devote reasonable time and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company.attention to: (di) The serving as a director or member of a committee of any not-for-profit organization or engaging in other charitable or community activities; (ii) serving as a director or as a board committee member of Kmart Corporation and Oxford Health Plans, Inc. (corporations that the Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, presently serves) or such other location in the greater Baltimore area as corporations and organizations that the Board may determineapproves; and (iii) serving as an employee, except for reasonably required travel on officer, trustee, agent or representative of another business or service, but only with the Company's businessadvance approval of the Board.

Duties. (a) Executive shall be responsible for customary duties performed by a corporate controller. Executive shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s board of directors and Chief Executive Officer. Executive shall be responsible and report only to the Company’s board of directors and Chief Executive Officer. The Company’s board of directors and Chief Executive Officer, in their sole and absolute discretion, shall determine Executive’s duties and responsibilities and may assign or reassign Executive to such duties and responsibilities as it deems in the Company's best interest. Executive shall devote her full-time attention, energy, and skill during normal business hours to the business and affairs of the Company and shall not, during the Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the prior written consent of the Company’s board of directors. During the term of this Agreement, Company shall continue its business activities in substantially the same manner as had existed during the twelve month period immediately preceding the date of this Agreement. Company shall not transfer its business operations to any affiliate or nonaffiliate of Company during the term of the Agreement. Executive shall be employed in the position set forth in Exhibit A devote Executive’s full-time attention, energy, and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability skill during normal corporate office business hours to the discharge of his duties hereunder business and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer affairs of the Company and any other senior executive officer of shall not, during the CompanyEmployment Term, all such duties to as that term is defined below, be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly actively engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management with the prior written consent of the ExecutiveCompany’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and board of directors. Nothing in this Agreement shall preclude Executive from devoting reasonable periods required for: (iia) ownership serving as a director or member of an a committee of any organization or corporation involving no conflict of interest of not more than 2% in any entity that does not compete with the interests of the Company; (b) serving as a consultant in her area of expertise (in areas other than in connection with the business of the Company), provided to government, industrial, and academic panels where it does not impair conflict with the ability interests of the Executive to discharge fully and faithfully his duties hereunder.Company; and (c) Notwithstanding managing her personal investments or engaging in any other non-competing business; provided that such activities do not interfere with the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable regular performance of her duties and professional organizations. The Executive recognizes that his primary and paramount responsibility is to responsibilities under this Agreement as determined by the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed in serve as a Co-President of the position set forth in Exhibit A Company, with such authority and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be are assigned to or vested in him Executive from time to time by the Board of Directors of the Company Parent (the "Board"), “BOARD”) or the President and Chief Executive Officer of Parent (“CEO”) that are substantially similar to the authority and duties currently vested in Executive by the Board. Each of the undersigned acknowledges and agrees that the Company may, subsequent to the Effective Date, hire a CEO, and that any other senior executive officer such CEO hiring may result in a readjustment of Executive’s title, authority, duties and responsibilities for the Company; provided that in no event shall Executive’s title, authority, duties and responsibilities for the Company be reduced, in the aggregate, below the level of such title, authority, duties and responsibilities vested in Executive in his or her capacity as the Executive Vice President of Sales of the Company prior to his or her promotion to Co-President. Executive will work principally in the Los Angeles, California offices of the Company, all but will also conduct such business travel as is reasonably required to fulfill his or her duties to be consistent with his positionhereunder. The During the Term, Executive shall obey report to the lawful directions of Board and/or the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofCEO. (b) The During the Term, Executive shall not during devote substantially all his term or her working time, attention, skill and efforts to the business and affairs of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair will use his or her best efforts to promote the ability success of the Executive to discharge fully Company’s business, and faithfully his duties hereunder. (c) Notwithstanding shall not enter the employ of or serve as a consultant to, any other company; provided, however, the foregoing provisions, the shall not preclude Executive shall be entitled from devoting a reasonable amount of time to serve in various leadership capacities in civic, managing Executive’s investments and personal affairs and to charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companycivic activities. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Period, the Executive shall be employed in do and perform all services and acts necessary or advisable to fulfill the position duties and responsibilities of his positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to him by the Board or the Holdings Board, commensurate with his serving as Chief Executive Officer. Except for sick leave, reasonable vacations, and excused leaves of absence or as provided in Exhibit A and Section 1.2(b), the Executive shall, unless prevented by incapacitythroughout the Employment Period, devote substantially all of his business working time, attention attention, knowledge and ability during normal corporate office business hours to the discharge of his duties hereunder skills faithfully and to the faithful and diligent performance best of such his ability, to the duties and the exercise responsibilities of such powers as may be assigned to or vested his positions in him by the Board of Directors furtherance of the Company (the "Board")business affairs and activities of Holdings, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his positionand its subsidiaries and affiliates. The Executive shall obey at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the lawful directions of Board or the Holdings Board, as applicable, may from time to time reasonably establish for senior executive officers of Holdings or the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Company acknowledges that the Executive shall not during his term continue to serve on the board of employment (except directors of Sylvan and has certain preexisting commitment(s) to serve on the boards of directors and/or as a representative an officer of the Company entities specified on Schedule 1.2(b) hereof (the “Pre-authorized Entities”), and the Executive shall be permitted to devote a reasonable amount of time, subject to Sections 4.1 and 4.2 hereof, to serve as an officer and/or director (as the case may be) of the Pre-authorized Entities, to serve as an officer and/or director or with the consent otherwise provide services to non-profit and community activities, and to serve on such other boards of directors or in such other offices as may be approved in writing of from time to time by the Board) ; provided, however, that such approval shall not be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisionsunreasonably withheld. In addition, the Executive shall be entitled permitted, subject to serve in various leadership capacities in civicSections 4.1 and 4.2 hereof, charitable to devote a reasonable amount of time to (i) the management of his personal investments, finances, and professional organizationsbusiness and legal affairs and (ii) delivering lectures, fulfilling speaking engagements and teaching at educational institutions. The Executive recognizes agrees that (i) in all events, the Executive’s activities otherwise permitted under this Section 1.2(b) shall not interfere with the performance by the Executive of his primary and paramount responsibility is duties to the Company. Company or Holdings under this Agreement, and (dii) The if requested by the Board, the Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as provide the Board may determine, except for reasonably required travel on with a description of the Company's businessactivities of the Executive permitted under this Section 1.2(b).

Duties. A. Employee shall serve during the course of his employment as Executive Vice President and General Counsel, being primarily responsible for (ai) During supervision and management of the term Company’s in-house legal department and (ii) selection and supervision of outside counsel. In such capacity the Employee shall perform the functions assigned and have the authority delegated to him, consistent with his position and the terms of this Agreement, by the Company’s Chief Executive Officer or Board of Directors (the “Board”) from time to time. B. Employee agrees to devote the time and attention necessary to fulfill duties for employer hereunder. Employee agrees that while he is employed by the Company, he will not, directly or indirectly, engage in any other business activities or pursuits, whether on his own behalf or on behalf of any other person, firm or corporation; provided, however, that nothing herein shall be employed in the position set forth in Exhibit A and shallprevent Employee, unless prevented by incapacity, devote substantially all upon approval of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company or their designee, from serving as director or trustee of other corporations or businesses which are not in competition with the business of the Company or in competition with any present or future affiliate of the Company. Furthermore, nothing herein shall prevent Employee from investing in real estate for his own account or from owning less than two percent (2%) of the "Board")outstanding common stock of any company whose shares are publicly traded on a national stock exchange, are reported on NASDAQ, or are regularly traded in over-the-counter market by a member of a national securities exchange. C. For the President and term of this Agreement, Employee shall report directly to the Chief Executive Officer of the Company and any other senior executive officer serve as a member of the Company’s core executive team. D. The Company acknowledges and agrees that from January 1, all such duties 2003 to be consistent with his position. The Executive shall obey the lawful directions of the BoardJune 30, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and 2003, Employee intends to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary residence in the New York metropolitan area. During this period it is anticipated that the Employee will perform services primarily in Company offices in Los Angeles or New York, as reasonable to fulfill his responsibilities hereunder, and paramount responsibility is subject to such travel as the Company. (d) The Executive rendering of services hereunder may require. During this period, Company shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇provide Employee with business class travel and hotel accommodations for travel between New York and Los Angeles. On or about July 1, ▇▇▇▇ Valley2003, Maryland 21031Employee shall relocate to Los Angles, or such other location and Employee shall render services primarily in the greater Baltimore area Los Angeles, California area, and subject to such travel as the Board rendering of services hereunder may determine, except for reasonably required travel on the Company's businessrequire.

Duties. (a) 4.1 During the term of this Agreement, Appointment the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours responsible directly to the discharge of his duties hereunder Board and to the faithful and diligent performance of shall perform such duties and the exercise of such powers and functions as may from time to time be reasonably assigned to or vested in him by the Board consistent with the usual duties of Directors of the Company (the "Board"), the President and a Chief Executive Officer of the Company and any (or such other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of capacity as the Company and the Executive shall use agree from time to time). The Executive shall unless prevented by ill health, devote the whole of his diligent efforts business time and attention (subject to clause 4.2.3 below), endeavours and abilities to promoting the interests of the Company and shall not engage in any activity which may be or may become harmful to or contrary to the interests of the Company. The Executive shall promote the interests of the Company and to maintain shall obey all and promote any lawful and reasonable directions of the reputation thereofBoard. (b) The 4.2 During the Appointment the Executive shall not during his term without the written consent of employment the Board (except as a representative such consent not to be unreasonably withheld): 4.2.1 be engaged or interested either directly or indirectly in any capacity in any trade business or occupation whatsoever other than the Business of the Company or with the consent in writing of Group provided that the BoardExecutive shall not be prohibited from (a) be holding whether directly or indirectly engaged up to 3% of the shares or concerned stock of any class of any company listed on a recognised stock exchange or interested the Alternative Investment Market or (b) serving in any a non-executive capacity on the board of directors of one or more other business activity, except through: companies (i) continued ownership and management provided that such activity does not interfere with the performance of the Executive’s current '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 day running of the Business or enter into any contracts or obligations involving the Company or any Group company in major or substantial commitments. 4.2.3 Notwithstanding the foregoing, the Executive may continue to provide services to existing clients of The Acorn Consulting Group Inc., of which the Executive is President, so long as such activities do not interfere with the Executive's ability to devote the whole of his business intereststime and attention to the performance of his duties pursuant to this agreement. 4.3 The Executive shall, during the Appointment, comply with the Company's/Group's guidelines in dealings in securities, the rules of any Model Code for transactions in securities applicable to the Company or the Group as a result of 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, at any time during which are set forth on Exhibit Bthe Executive is absent due to incapacity 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, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% to appoint another person to act jointly with the Executive in any entity that does not compete with capacity in which the Executive may be employed. 4.5 The Company may at any time suspend the Executive from the performance of all or some of his duties, exclude him from any premises of the Company, provided it does exclude him from contact with customers, suppliers or employees upon written notice to the Executive (the "Suspension Notice") and may not impair 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 ability Appointment. The Executive's salary and benefits will continue to be payable during such suspension or exclusion until the expiration of the Executive period of notice given by either party to discharge fully terminate the Appointment. Except for the requirement to work, the Executive's express and faithfully his implied duties hereunderowed to the Company (whether in this agreement or under common law or otherwise) 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. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. 4.6 The Executive recognizes that his primary and paramount responsibility is hereby warrants to the CompanyCompany that by entering into this Agreement and performing the duties hereunder he shall not be in breach of any express or implied terms of any other contract or obligation binding on him. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. EXECUTIVE shall, during the continuance of his employment hereunder: (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or the whole of his time and attention and abilities to the business of NAPCO during regular working hours and at such other location times as may be necessary; ​ ​ ​ ​ (b) Perform such duties as are usually performed by an EXECUTIVE serving in his capacity and such other duties as may be assigned to him from time to time by the greater Baltimore area as Executive Vice President of Operations and CFO of NAPCO; (c) Perform his duties subject to the Board may determinedirection of the Executive Vice President of Operations and CFO of NAPCO; (d) Perform all duties in strict compliance with all governmental laws rules and regulations, except for reasonably required travel including, but not limited to, any laws, rules and regulations of the Securities and Exchange Commission; and (e) Report directly to the Executive Vice President of Operations and CFO of NAPCO and on a dotted line basis to the Company's Chairman of NAPCO. In order to meet the aforementioned duties, EXECUTIVE agrees to immediately resign from any other executive positions, consulting positions, employee positions, etc. that EXECUTIVE presently maintains. EXECUTIVE further agrees not to accept any such future positions during the term of his employment without the prior written consent of the Chairman or the Executive Vice President of Operations and CFO of NAPCO. Moreover, EXECUTIVE represents and warrants that he has a full knowledge and understanding of all governmental laws, rules and regulations including, but not limited to, any laws, rules and regulations of the Securities and Exchange Commission and ​ ​ that he will remain up-to-date on any newly promulgated laws, rules and regulations in order to fulfill his duties in a manner fully compliant with the law. EXECUTIVE shall perform all NAPCO business-related activities solely on NAPCO owned and supplied telephones, email addresses, mailing addresses, etc.

Duties. (a) During the term of this Agreement, the The Executive shall be employed in serve as a Director, President and Chief Executive Officer of the Company or such other position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by agreed between the Executive 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 duties, services and responsibilities will be performed under the overall supervision of the Chairman of the Board of the Company, consistent with the policies of the Board of Directors of the Company (the "BoardBoard of Directors"). If, during the term of this Agreement, Executive's employment with the Company is terminated for any reason, Executive will also cease to be, and shall resign as, a Director of the Company. (b) During the Employment Term (as hereinafter defined), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey devote his full business time, attention and skill to the lawful directions performance of the Boardhis duties, the Company's President services and Chief Executive Officer responsibilities, and any other senior executive officer of the Company and the Executive shall will use his diligent best efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) Company. The Executive shall not during his term of employment (except as a representative will not, without the prior written approval of the Company or with the consent in writing Board of the Board) be directly or indirectly engaged or concerned or interested Directors, engage in any other business activityactivity which would interfere with the performance of his duties, except through: 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) continued ownership and management the Executive's service as a member of the Executive’s current business interestsboard of directors or as an officer of any non-profit trade association or civic, which are set forth on Exhibit Beducational or charitable organization, which is attached hereto and incorporated by reference herein; and or (ii) ownership subject to the following proviso and the provisions of an interest Section 8(b), the Executive from making personal investments of a passive nature; provided that such service or investments by the Executive do not more than 2% in any entity that does not compete materially interfere with the Company, provided it does not impair the ability of performance by the Executive to discharge fully of his duties, services and faithfully his duties responsibilities hereunder. (c) Notwithstanding During the foregoing provisionsEmployment Term, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to based at the Company. 's principal executive offices in Wayne, New Jersey, which executive offices may be relocated within a 100-mile radius of the Company's existing executive offices (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇such 100 mile radius of Wayne, ▇▇▇▇ ValleyNew Jersey, Maryland 21031, or such other location in constituting the greater Baltimore area as the Board may determine"Principal Office City"), except for reasonably required travel on in the Company's businessperformance of his duties, services and responsibilities hereunder.

Duties. (a) a. During the term Employment Period, Employee shall devote his attention and energies to the business of the Company and its parent and subsidiary companies (its "affiliates") on a full-time basis, and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this Agreementshall not be construed as preventing Employee from investing his assets in such manner as will not require him to expend any material time or effort in regard thereto or to perform any services in connection therewith. b. At all times during the Employment Period, the Executive shall be employed and thereafter if Employee continues in the position set forth employ of the Company or any of its affiliates, Employee shall serve the Company and its affiliates faithfully, diligently and in Exhibit A and shallgood faith. c. During the Employment Period, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of Employee shall perform such duties and the exercise of such powers services as may be assigned to or vested in required of him by the Company and its affiliates, under and subject to the instructions, directions and control of the Board of Directors of the Company and its chief executive officer (the "BoardCEO", which term shall mean the Company's Chairman if Employee is the chief executive officer), to whom he shall report. Employee shall serve as President of the Company. In addition, Employee shall serve as President of the Company's parent, RTI Inc. ("RTI"), and in such capacity shall be under and subject to the President instructions, directions and Chief Executive Officer control of the Board of Directors and of the chief executive officer of RTI, unless Employee is chief executive officer of RTI, in which event he also shall report to the Chairman of RTI. Employee's primary responsibility shall be to perform those duties reasonably required of, and related to, his position and such other duties as may be assigned to Employee from time to time which are not inconsistent with those customarily assigned to responsible executive employees. d. At all times during the Employment Period, and thereafter if Employee continues in the employ of the Company or any of its affiliates, Employee shall adhere to all rules and regulations that have been or that hereafter may be established by the Company and its affiliates for the conduct of their employees. e. Employee recognizes that he shall be available to travel as the needs of the business require. f. Employee represents that he is under no contractual or other restriction or obligation which is inconsistent or in conflict with his obligations under this Agreement or the rights of the Company under this Agreement. Employee further represents that he is in good health, with no chronic or recurring illness, and is insurable at normal rates. If requested by the Company, Employee shall cooperate in applying for and obtaining, at the Company's and RTI's expense, key-man insurance for the benefit of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofRTI. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive The Employee shall be employed in nominated for the position set forth in Exhibit A of Vice-Chairman of the Board of Directors and shall, unless prevented by incapacity, devote substantially all shall serve as Chief Administrative Officer of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of Company or such duties and the exercise of such powers other position as may be assigned to or vested in him by 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 and Chief Executive Officer of the Company and consistent with the policies of the Board of Directors of the Company (the "BoardBoard of Directors"). (b) During the Employment Term (as hereinafter defined), the President Employee shall devote his full business time, attention and Chief Executive Officer skill to the performance of the Company such duties, services and any other senior executive officer of the Companyresponsibilities, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall will use his diligent best efforts to promote the interests of the Company and to maintain and promote Company. The Employee will not, without the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative prior written approval of the Company or with the consent in writing Board of the Board) be directly or indirectly engaged or concerned or interested Directors, engage in any other business activityactivity which would interfere with the performance of his duties, except through: 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) continued ownership and management the Employee's service as a member of the Executive’s current business interestsboard of directors or as an officer of any non-profit trade association or civic, which are set forth on Exhibit Beducational or charitable organization, which is attached hereto and incorporated by reference herein; and or (ii) ownership subject to the following proviso and the provisions of an interest Section 8(b), the Employee from making personal investments of a passive nature; provided that such service or investments by the Employee do not more than 2% in any entity that does not compete materially interfere with the Companyperformance by the Employee of his duties, provided it does not impair the ability of the Executive to discharge fully services and faithfully his duties responsibilities hereunder. (c) Notwithstanding During the foregoing provisionsEmployment Term, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive Employee shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇the Company's principal executive offices in Wayne, ▇▇▇▇ ValleyNew Jersey, Maryland 21031which executive offices may be relocated within a 100-mile radius of the Company's existing executive offices (such 100 mile radius of Wayne, or such other location in New Jersey, constituting the greater Baltimore area as the Board may determine"Principal Office City"), except for reasonably required travel on in the Company's businessperformance of his duties, services and responsibilities hereunder.

Duties. (a) During the term of this AgreementEmployment Period, the Executive shall be employed in the position set forth in Exhibit A and shallwill serve as Executive Managing Director, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors Head of the Company (the "Board"), the President Credit Risk Products Division of CharterMac and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties will report to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valleyor his successor as the Chief Executive Officer of CharterMac (the "CEO"). In addition to this position, Maryland 21031as part of his duties he will be the Chief Executive Officer of Centerbrook Holdings LLC ("CENTERBROOK HOLDINGS"). During the Employment Period, or Executive shall perform the duties and functions that are set forth on EXHIBIT B and such other location duties and functions consistent with Executive's role as a member of senior management of the Company as shall be assigned to Executive from time to time by the CEO. Executive will perform such related and other duties as shall be reasonably assigned to Executive from time to time by the CEO. Executive will devote substantially all of his business time, best efforts and ability to the business of the Company and its affiliates, will faithfully and diligently perform Executive's duties pursuant to this Agreement, will comply with the overall policies established by the Company and/or CharterMac and will do all things reasonably in the greater Baltimore area as the Board may determineExecutive's power to promote, except for reasonably required travel on develop and extend the Company's business. Executive shall be based in the Company's New York City office. Upon request, the Executive shall also serve as an officer, director or trustee of any entity controlled by, controlling or under common control (within the meaning of Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) with, the Company (an "AFFILIATE") for no additional compensation. Any compensation paid to the Executive by any Affiliate shall reduce the Company's obligations hereunder by the amount of such compensation (but shall be deemed to have been paid by the Company for purposes of calculating any benefit or severance obligations to the Executive under this Agreement).

Duties. (a) a. During the term Employment Period, Employee shall devote his attention and energies to the business of the Company and its parent and subsidiary companies (its "affiliates") on a full-time basis, and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this Agreementshall not be construed as preventing Employee from investing his assets in such manner as will not require him to expend any material time or effort in regard thereto or to perform any services in connection therewith. b. At all times during the Employment Period, the Executive shall be employed and thereafter if Employee continues in the position set forth employ of the Company or any of its affiliates, Employee shall serve the Company and its affiliates faithfully, diligently and in Exhibit A and shallgood faith. c. During the Employment Period, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of Employee shall perform such duties and the exercise of such powers services as may be assigned to or vested in required of him by the Company and its affiliates, under and subject to the instructions, directions and control of the Board of Directors of the Company and its President (the "BoardPresident"), the to whom he shall report. Employee shall serve as Vice President and Chief Executive Officer of the Company and any other senior executive officer - Manufacturing of the Company. Employee's primary responsibility shall be to perform those duties reasonably required of, all and related to, his position and such other duties as may be assigned to be consistent Employee from time to time which are not inconsistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior those customarily assigned to responsible executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofemployees. (b) The Executive shall not d. At all times during his term of employment (except as a representative the Employment Period, and thereafter if Employee continues in the employ of the Company or with any of its affiliates, Employee shall adhere to all rules and regulations that have been or that hereafter may be established by the consent in writing Company and its affiliates for the conduct of their employees. e. Employee recognizes that he shall be available to travel as the needs of the Board) be directly business require. f. Employee represents that he is under no contractual or indirectly engaged other restriction or concerned obligation which is inconsistent or interested in any other business activity, except through: (i) continued ownership and management conflict with his obligations under this Agreement or the rights of the Executive’s current business interestsCompany under this Agreement. Employee further represents that he is in good health, which are set forth on Exhibit Bwith no chronic or recurring illness, which and is attached hereto and incorporated insurable at normal rates. If requested by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair Employee shall cooperate in applying for and obtaining, at the ability Company's expense, key-man insurance for the benefit of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementTerm, the Executive shall be employed in by the position set forth in Exhibit A Company as the Company's Executive Vice President and shallChief Financial Officer and, unless prevented by incapacityas such, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder Executive shall faithfully and to the faithful and diligent performance best of his ability perform for the Company the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and the exercise of such powers as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (the "“Board"”), the President and Chief Executive Officer as an officer, manager, agent, director or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with Executive's position; provided, however, that Executive's service in such positions with any Subsidiary that is not majority owned by the Company shall be subject to the mutual agreement of Executive and the Company. Executive shall report to the Chief Executive Officer. Executive shall devote his business time and effort exclusively to the performance of his duties hereunder and shall not be employed by, or provide business services to, any other senior executive officer person or entity. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (a) engaging in personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or its affiliates; (b) continuing to serve in directorships that Executive serves in at the time of the Company, all such duties Effective Date and that have been disclosed to be consistent with his position. The Executive shall obey the lawful directions Company prior to the Effective Date; (c) subject to prior approval of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of accepting directorships unrelated to the Company and the Executive shall use his diligent efforts that do not give rise to promote the any conflict of interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of with the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference hereinits affiliates; and (iid) ownership of an interest of not more than 2% engaging in any entity that does not compete with the Companycharitable and civic activities, provided it does not impair the ability of the Executive to discharge fully so long as such activities and faithfully his duties hereunder. outside interests described in clauses (a), (b), (c) Notwithstanding and (d) hereof do not interfere, in any material respect, with the foregoing provisions, the performance of Executive's duties hereunder. Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that perform his primary and paramount responsibility is to duties at the principal office of the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the a. Executive shall be employed perform his services as President and Chief Operating Officer, under the supervision of the Chairman and Chief Executive Officer and the Operations Committee of the Board of Directors (the "Operations Committee")) of Employer and within the framework of the policies and objectives of Employer. In such capacity, Executive (i) shall exercise general day-to-day supervisory responsibility and operational and management authority over Employer and its domestic officers and executives and all of its controlled affiliates in the position set forth in Exhibit A United States and their respective officers and executives, (ii) shall provide advice and input to members of Employer's Board of Directors and the Operations Committee and shall, unless prevented at their request, attend all meetings of the Board and the Operations Committee for that purpose, and (iii) shall perform such other duties as may be assigned to him from time to time by incapacitythe Board of Directors or by the Chairman, or the Operations Committee consistent with the typical duties of such positions. b. Executive shall devote substantially all of his entire business time, attention and ability during normal corporate office business hours energies to the discharge performance of his duties hereunder and to the faithful functions under this Employment Agreement and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his the term of his employment (except as a representative of the Company or with the consent in writing of the Board) hereunder be directly or indirectly engaged or concerned or interested in any other substantial business activityactivity for gain, except through: (i) continued ownership and management of the Executive’s current business interests, profit or other pecuniary advantage which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete materially interferes with the Company, provided it does not impair the ability performance of the Executive to discharge fully and faithfully his duties hereunder. Executive shall faithfully, loyally and diligently perform his assigned duties and functions and shall not engage in any activities whatsoever which conflict with the objectives of Employer's SMR Business during the term of his employment hereunder. (c) Notwithstanding c. Employer shall furnish Executive with such facilities at Employer's corporate headquarters location and services as are suitable to his position and adequate for the foregoing provisions, the Executive performance of his duties and functions hereunder. It is understood that Executive's "home base" location shall be entitled at Employer's principal Executive officers, which currently are located in Rutherford, New Jersey, but are to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is be relocated to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇Washington, ▇▇▇▇ Valley, Maryland 21031D.C. area during 1996, or such any other location in to which Employer shall determine to relocate, subject, however, to the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessprovisions of paragraph 10(c).

Duties. (a) During the term Term, you shall serve and the Company shall employ you as the Vice President, Controller of this Agreementthe Company, with such executive duties and responsibilities consistent with such positions and stature as the Chief Financial Officer of the Company 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 the office or offices in which you serve as deemed necessary by the Chief Financial Officer of the Company. You shall report to, and act under the general direction of, the Executive Chief Financial Officer of the Company. You shall use your best efforts to carry out the instructions of the Chief Financial 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 employed 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 position set forth in Exhibit A organizational documents and shallthe policies of the Board of Directors of each such subsidiary, unless prevented by incapacity, devote substantially without additional compensation. You will review and agree to comply with the Company’s then-current Code of Business Conduct to the same extent required for other United States-based employees of the Company. You will perform all of his your responsibilities in compliance with all applicable laws. (b) During the Term, you shall devote your entire business time, attention time and ability energies during normal corporate office business hours to the discharge business and affairs of his duties hereunder the Company and to its subsidiaries. Nothing in this Section 3 shall be 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 faithful and diligent 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 such your duties hereunder. Service on any board of directors other than those of the Company and the exercise of such powers as may its subsidiaries must be assigned to or vested approved, in him advance, by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding During the foregoing provisionsTerm, the Executive you shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is subject to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇’s rules, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on practices and policies applicable to the Company's business’s senior executive employees.

Duties. (a) During the term of this AgreementEmployment Term, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention attention, skills and ability during normal corporate office business hours efforts to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer business of the Company and the Bank and the faithful performance of his duties and responsibilities hereunder. Executive shall use his diligent efforts be loyal to promote the interests of the Company and the Bank and, during the Employment Term, shall refrain from rendering any business services to maintain any person or entity other than the Company and promote its affiliates without the reputation thereof. (b) The prior written consent of the Company. During the Consulting Term, Executive shall not during devote such amount of his term of employment (except business time, attention, skills and efforts to his role as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which consultant as is attached hereto and incorporated by reference hereinappropriate to perform his duties; and (ii) ownership of an interest of not more than 2% in any entity provided that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled permitted to serve on the board of directors or provide consulting services to other entities, including those engaged in various leadership capacities banking and related businesses (both at the bank level and at the holding company level), to the extent such activities do not substantially interfere with the performance of his duties under this Agreement and are not inconsistent with and do not violate Executive’s obligations under Section 8 or 9. The Company and Executive confirm that, consistent with their current expectation that Executive’s duties during the Consulting Term will not exceed 20% of the average level of bona fide services performed by Executive during his employment with the Company during the 36-month period immediately preceding the expiration of the Employment Term, they intend that Executive shall experience a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as of the expiration of the Employment Term. Executive may, and is encouraged to participate in such civic, charitable charitable, and professional organizationscommunity activities that do not substantially interfere with the performance of his duties under this Agreement. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, permitted to make private investments so long as these investments do not materially and adversely affect his employment or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessservices hereunder.

Duties. The Company hereby engages the Executive and the Executive ------ hereby accepts engagement by the Company as an Executive Officer, and Cinmar, Inc. hereby engages the Executive and the Executive hereby accepts engagement by Cinmar, Inc. as President and Chief Operating Officer of Cinmar, Inc., the sole general partner of Cinmar Acquisition, LP, the wholly-owned limited partnership (a"New L.P.") of the Company which will operate the "Frontgate Business" formerly operated by Cinmar, L.P., upon the terms and subject to the conditions set forth herein. The Executive shall be the primary executive operating officer of New L.P., or its successor, if any, and shall have primary authority over and, to the best of his abilities, be responsible for, the operation of New L.P., subject to review and approval of the Board of Directors of Cinmar, Inc. as is appropriate with respect to the customary authority of a chief operating officer. The Executive shall use such other titles and have such duties as shall be agreed upon between the Executive and the Company from time to time. The Executive shall report to the Chief Executive Officer, ▇▇▇▇ ▇. ▇'▇▇▇▇▇. In the event that ▇▇▇▇ ▇. ▇'▇▇▇▇▇ shall no longer serve as Chief Executive Officer of Cinmar, Inc. during the term of this Agreement, Executive shall be appointed to the position of Chief Executive Officer to serve in such capacity for the remaining term, or any extended term, of this Agreement. The Executive shall also perform such other duties consistent with his position as an Executive Officer of the Company as shall be specified from time to time by the Board of Directors of the Company, provided Executive shall, in his discretion, be entitled to allocate at least 75% of his time to the Frontgate Business, and the balance, for other Cornerstone activities, and greater amounts of his time for shorter periods of time if reasonably required by the Frontgate Business. The Executive shall perform his duties on behalf of New L.P. and the Company on a substantially full-time basis, provided Executive shall be entitled to serve on the Boards of Directors (or other governing bodies) of up to three (3) for profit organizations (provided no conflict of interest with the Company exists) and, with the consent of the Board of Directors, which shall not be unreasonably withheld or delayed, additional Boards of Directors (or similar governing bodies) of for profit organizations, and on the Boards of Directors (or similar governing bodies) of not for profit organizations. During the term of this Agreement, New L.P. (or its successor operating the Executive Frontgate Business) shall be employed maintain its principal executive offices in the position set forth in Exhibit A Greater Cincinnati, Ohio area and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of be required to relocate from the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activityGreater Cincinnati, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderOhio area. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) Executive will be responsible for the operations of CIRM, as a wholly-owned subsidiary of the Company, and shall have such operational duties, authority and responsibilities commensurate with running a wholly-owned subsidiary of the Company, including, but not limited to management of the operations, personnel, profit and loss and budget of CIRM as well as manage future acquisitions of ARM platforms. (b) The Company agrees that all department and management level employees of CIRM (e.g., Human Resources, Systems, Compliance, Client Relations) shall continue to report directly to Executive. CIRM and CIRM's employees shall work directly with the Company's corporate personnel staff on issues pertaining to public company-wide compliance, as well as on mutually agreed-upon goals. (c) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of and/or the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful and reasonable directions of the Board, the Company's President Board and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (bd) The Executive shall not not, during his term of employment (except as a representative of the Company or with the prior written consent in writing of the Board) Chief Executive Officer), be directly or indirectly engaged or concerned or interested in any other business or commercial activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% five percent (5%) in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (ce) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsorganizations or managing the Executive's personal and family passive investments; provided in each case, and in the aggregate, that such activities do not materially conflict or interfere with the performance of the Executive's duties hereunder. The Executive recognizes that his primary and paramount responsibility is to the Company. (df) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineBuffalo, New York area, except for reasonably required travel on the Company's business.

Duties. (a) During the term 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 this AgreementChief Legal & Compliance Officer and Corporate Secretary commencing as of the Effective Date and shall have such duties, authorities and responsibilities as are consistent with the customary duties, authorities and responsibilities of such a position for a public company, and as the Chief Executive Officer may designate from time to time while the Executive serves as the Chief Legal & Compliance Officer and Corporate Secretary of the Company. While Executive is the Chief Legal & Compliance Officer and Corporate Secretary of the Company, Executive will report directly to the Chief Executive Officer. Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his Executive’s business time and attention and Executive’s best efforts (excepting vacation time, attention holidays, sick days and ability during normal corporate office business hours periods of disability) to Executive’s employment and service with the discharge Company; provided that this Section 2 shall not be interpreted as prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of his duties hereunder and a passive nature), (ii) engaging in charitable or civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, or (iv) subject to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him approval by the Board in its sole discretion, participating on boards of Directors directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a) materially interfere with the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii), (iii), and (iv) 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 the board of directors of any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation including, and being subject to his election by the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer shareholders of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions serving as a member of the Board, Board during the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofEmployment Period. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) The Executive is hereby employed as the President and Chief Operating Officer of the Bank. The Executive shall perform the duties of those positions, and is hereby given the broad authority to manage and run the day-to-day operations of the Bank. The Executive shall have direct responsibility and authority for the general supervision, management and control of the activities, affairs and property of the Bank (and its subsidiaries), including by way of illustration and not limitation, personnel (including hiring, firing, promotions, and compensation), lending, credit authorization, asset/liability management, strategic planning, financial management, pricing and budgeting, subject to the oversight of the Board of Directors of the Bank. Any activities, subsidiaries or personnel within the Corporation (and its subsidiaries) shall also be subject to the control, supervision, and authority of the Executive, it being the understanding of the parties that at all times during the term of the Executive's employment under this Agreement, the Executive shall be the highest ranking full-time employee of both the Corporation and the Bank reporting to the Chairmen of their Boards. (b) During the term of the Executive's employment under this Agreement, the Executive shall devote substantially all of his time, services, skills and abilities to his employment hereunder, except during periods of vacation, illness or disability. Notwithstanding the foregoing, the Executive shall be permitted to devote such time and energy as he deems appropriate to: (i) the prompt winding-up of all active business pursuits in which he is engaged as of the date of this Agreement; (ii) passive investments, including, but not limited to, real estate and stock investments; (iii) reasonable and customary commitments to community or civic affairs; and (iv) membership on boards of directors of other corporations; provided that none of the foregoing activities materially interferes with Executive's duties hereunder or materially conflicts with the interests of the Employer. (c) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (Corporation and the "Board")Bank, respectively, shall re-elect the Executive to the offices of President and Chief Executive Operating Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofBank. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Period, the Executive shall be employed serve on a full-time basis and perform services in a capacity and in a manner consistent with Executive’s position for the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all Company. Executive shall (i) have the title of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer commencing as of the CompanyEffective Date and, all shall have such duties to be duties, authorities and responsibilities as are consistent with his such position. The , and that the Board may designate from time to time while the Executive shall obey the lawful directions of the Board, the Company's serves as President and Chief Executive Officer and any other senior executive officer of the Company Company. While Executive is President and Chief Executive Officer of the Company, Executive will report directly to the Board. Executive shall use his diligent 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 promote Executive’s employment and service with the interests Company; provided, that this Section 2 shall not 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 civic activities, (iii) participating on boards of directors or similar bodies of non-profit organizations, (iv) participating on the Company board of directors of Collective Brands, Inc. or (v) subject to approval by the Board in its sole discretion, participating on boards of directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a) materially interfere with the performance of Executive’s duties and to maintain and promote the reputation thereof. responsibilities hereunder, (b) The create a fiduciary conflict, or (c) 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 not during his term of employment (except also serve as a representative an executive officer and/or member of the Company or with the consent in writing board of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management directors of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031directly, or such other location in the greater Baltimore area as the Board may determineindirectly through one or more intermediaries, except for reasonably required travel on the Company's businesscontrols, or is controlled by, or is under common control with, Cedar Fair, L.P. (an “Affiliate”) without additional compensation.

Duties. (a) During the term of this Agreement, Seiff shall serve as the Chief Executive shall be employed in Officer and Chairman of th▇ ▇▇▇rd of Directors of the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Company reporting directly to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), and he shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the President Company as are reasonably assigned to him by the the Board and Chief Executive Officer as are consistent with the duties, responsibilities, and activities of the Company and any other most senior executive officer of the Company. To the extent that the Company becomes a division or subsidiary of another entity, all Seiff shall report directly to, and have such powers, authority, fu▇▇▇▇▇ns, duties and responsibilities as are reasonably assigned to be consistent with his positionhim by, the Chief Executive Officer, President or comparable officer of the parent company or the company, as the case may be. The Executive principal location of Seiff's employment shall obey the lawful directions of the Board, be at the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, principal office which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ be located in the New York City vicinity (i.e. within a 20 mile radius of Manhattan), although Seiff understands and agrees that he will be required to travel fro▇ ▇▇▇e to time for business reasons. Seiff shall devote substantially all of his business time to the pe▇▇▇▇▇▇▇ance of his duties as the Chief Executive Officer and Chairman of the Board of Directors of the Company during the term of this Agreement. Seiff shall not, directly or indirectly, render professional servic▇▇ ▇▇ any other person or entity, without the consent of the Board; provided, however, that nothing contained herein shall prevent Seiff from rendering any service to any charitable organization or ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area y business so long as the Board may determine, except for reasonably required travel on the Company's businessit does not interfere unreasonably with his duties and obligations hereunder.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Financial Officer of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of Employment (as defined in Section 2), Executive shall serve the Company in such position in conformity with the provisions of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors directives of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer the corporate policies of the CompanyCompany as they presently exist, all and as such policies may be amended, modified, changed, or adopted during the Period of Employment. Executive shall have duties to be and authority consistent with his position. The Executive Executive’s position as Chief Financial Officer and shall obey report to the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and (the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof“Reporting Relationship”). (b) The Throughout the Period of Employment, Executive shall not during devote his term time, energy, and skill to the performance of employment (except as a representative of his duties for the Company or with Company, vacations and other leave authorized under this Agreement excepted. Notwithstanding the consent in writing of the Board) foregoing, Executive shall be directly or indirectly engaged or concerned or interested in any other business activity, except through: permitted to (i) continued ownership engage in charitable and management of the Executive’s current business interestscommunity affairs, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership make direct investments of an interest of not more than 2% any character in any entity non-competing business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business), and (iii) serve on the board of directors of any non-competing business or businesses; provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Executive’s duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not compete with the Company, provided it does not impair the ability equal or exceed one percent of the Executive to discharge fully and faithfully his duties hereunderoutstanding shares of such publicly traded competing business. (c) Notwithstanding Executive hereby represents to the foregoing provisionsCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companya party or otherwise bound. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. 6.1 The Employee’s duties shall include in addition to those duties required to be performed in the normal course of his Employment, as set out in Schedule 1 to the Agreement, which Schedule constitutes part of this Agreement: (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented undertaking all legitimate reasonable requests made by incapacity, devote substantially all of his business Company taking into consideration its evolution over time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.; (b) The Executive shall not during reporting his term own wrongdoing and any wrongdoing or proposed wrongdoing of employment (except as a representative any other employee of Company or Group Company immediately on becoming aware of it to the Chair of the Company or with the consent in writing Board of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationswho is currently ▇▇. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or to the Company’s General Counsel, who is currently ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley. (c) comply with the rules, Maryland 21031regulations and various policies of Company and those of the Group Company, applicable to Company, currently in force and as they are updated from time to time as notified to the Employee in writing, including the Code of Business Conduct and Ethics, a copy of which has been provided to the Employee who hereby acknowledges having received and read same; and (d) observe and adhere to all health and safety regulations in force from time to time. 6.2 For the avoidance of doubt, the Employee’s duties are not limited to those set out above and in Schedule 1 to this Agreement, and the Employee shall be required to undertake any such additional or such other location alternative duties as Company shall reasonably assign to him from time to time. 6.3 In his capacity as Global Commercial Officer, the Employee shall devote all his business time, attention and skill to his duties hereunder, and shall at all times act in the greater Baltimore area best interests of Company on a global scale basis. The Employee shall faithfully and diligently perform such duties and exercise such powers consistent therewith. Notwithstanding the foregoing, while the Employee works from his personal residence in the United States, the Employee shall refrain from doing the action described in Schedule 2 hereto. 6.4 The Employee shall comply with all applicable Company’s rules, regulations, policies and procedures, as well as those of any Group Company applicable to Company, from time to time in force and to any applicable regulatory obligations and codes of practice whether or not such obligations are otherwise legally binding. While the Board Employee is subject to a contractual obligation under this Agreement to comply with these policies, Company nevertheless reserves the right to amend, withdraw or supplement these policies at any time. Notice of such amendment and changes, once in force, shall be given to the Employee for compliance purposes. For the avoidance of doubt, in the event that any such changes are made or additional or replacement policies are introduced, the Employee remains contractually required under this Agreement to comply with these policies, which may determine, except for reasonably required travel on the Company's businessbe amended or replaced.

Duties. (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), ) or the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, Board and the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) through ownership of an interest of not more than 2% in any entity that does not compete with the Companyentity, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall not be entitled to serve prohibited from serving in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. In addition, with the Board’s approval, the Executive shall be free to serve as a Director of a non-competing corporation. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇in Hauppauge, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determineNew York, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Term, the Executive shall be employed in devote his full working time and energies to the position business and affairs of the Company. The Executive agrees during such Employment Term to use his best efforts, skill and abilities to promote the Company’s interests, and to perform such duties (consistent with his status as set forth below in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers this Section 2) as may be assigned to or vested in him by the Board of Directors of the Company (the "“Board"), ”) or by the President and Chief Executive Officer of the Company and any other senior executive officer (the “CEO”) or his designee. During the Employment Term, the Executive shall not, directly or indirectly, without the prior written consent of the Company, all render any services to any other person, or acquire any interests of any type in any other person; provided, however, that the foregoing shall not be deemed to prohibit the Executive from (a) acquiring, solely as an investment and through market purchases, securities of any entity that is registered under Section 12 of the Securities Exchange Act of 1934 and which are publicly traded so long as he is not part of any control group of such duties to be corporation, (b) acquiring, solely as an investment, any securities of, or interests in, any other entity so long as he remains a passive investor in such entity and does not become part of any control group thereof and so long as such entity has no material business connection with the Company or any of its subsidiaries, or (c) (i) devoting such time and energy as the Executive deems appropriate consistent with his position. The Executive shall obey duties hereunder to the lawful directions work of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management eleemosynary institutions of the Executive’s current business interestschoosing, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and or (ii) continuing with his ownership of an interest of not more than 2% interests in any entity Iconexus, LLC, a Massachusetts limited liability company, Metal Masters, LLC, a Massachusetts limited liability company and Performance Indicator LLC, a Maryland limited liability company; provided, that such work does not interfere, conflict or compete with the CompanyExecutive’s full, provided it does not impair the ability complete and faithful performance of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) Executive shall perform such duties and functions consistent with her position as Executive Vice President, General Merchandise Manager, and/or as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of her duties with the policies of, and be subject to the direction of, the Board of Directors. (b) At the request of President or the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and policies of the Board of Directors of each such subsidiary or affiliate. (c) During the term Term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business timeher time and attention, attention vacation time and ability during normal corporate office business hours absences for sickness excepted, to the discharge business of his the Company, as necessary to fulfill her duties. Executive shall perform the duties assigned to him with fidelity and to the best of her ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of her duties hereunder and to do not violate Section 10 hereof. (d) The principal location at which the faithful and diligent performance of Executive shall perform her duties hereunder shall be at the Company’s offices in Canton, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company. Notwithstanding the "Board")foregoing, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey perform such services at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his her duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. 1.3.1 The Executive shall perform such duties and render such services as and when prescribed by the Board of Directors (athe "Board") During and in accordance with such instructions and directions of the Board as are lawfully assigned or communicated to him and as are consistent with the position of Chief Executive Officer. The Executive shall perform such duties on behalf of EMPLOYER and, as directed by the Board, on behalf of any subsidiaries or affiliates of EMPLOYER which are designated by the Board as requiring the services of the Executive (with EMPLOYER and any such subsidiaries and affiliates being referred to herein collectively as "EMPLOYER"). 1.3.2 The Executive understands that the Executive is employed on a full time basis with EMPLOYER. Throughout the term of this Agreement, the Executive shall: (a) diligently, honestly and faithfully serve EMPLOYER and shall be employed use his best efforts to promote and advance the interests and goodwill of EMPLOYER; (b) conduct himself at all times in a manner which is not prejudicial to EMPLOYER interests; (c) except as permitted in this Agreement or authorized by the position set forth Board in Exhibit A and shall, unless prevented by incapacitywriting, devote substantially all of his business time, attention and ability during normal corporate office business hours time to the discharge business and affairs of his duties hereunder and EMPLOYER, provided that EMPLOYER hereby agrees that Executive shall, during the term of this Agreement, be permitted to sit on the faithful and diligent performance board of such duties and the exercise directors of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent companies unaffiliated with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.EMPLOYER; (bd) The Executive refrain from engaging in any activity which shall not during his term in any manner, directly or indirectly, compete with the trade or business of employment EMPLOYER; and (except as a representative of the Company or with e) without the consent in writing of the Board) be , not acquire, directly or indirectly engaged indirectly, any interest in a firm, partnership, association or concerned or interested corporation, the business and operations of which in any manner, directly or indirectly, compete with the trade or business of EMPLOYER other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of than publicly traded stocks representing not more than 210% of any such firm, partnership, association or corporation. The Executive's existing interests of in any entity businesses predating the signing of this agreement are "grandfathered" and not subject to these provisions. EMPLOYER agrees that, provided the Executive is able to perform his duties under this Agreement in a timely and professional manner, and that does such activities do not compete interfere with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his Executive's duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled is permitted to serve attend to customary personal financial affairs and engage in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companycivic activities or functions. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During 2.1 The Employee is employed as the term Senior Vice President of FLAG and the Bank, subject to the direction of the Chief Executive Officer and the Board of Directors of FLAG and the Bank, respectively, or their designee(s). The Employee shall perform and discharge well and faithfully the authority, duties and responsibilities which may be assigned to the Employee from time to time by the Chief Executive Officer of the Employer in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Chief Executive Officer of the Employer shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying a the positions held by the Employee pursuant to the terms of this Agreement, the Executive shall be employed in the position including, but not limited to, those set forth in 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 shall, unless prevented by incapacity, : (a) devote substantially all of his 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; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the Chief Executive Officer of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee's entire business time, attention and ability energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal corporate office business hours hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the discharge Business of his duties hereunder the Employer and to which will not require any services on the faithful part of the Employee in their operation or affairs and diligent performance in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided that such duties purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; and (c) participating in civic and the exercise of such powers professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer FLAG approves of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is activities prior to the CompanyEmployee's engaging in them. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During It is the intention of the Parties that during the term of his employment under this Agreement, the Employee will serve as Senior Vice President - everGReen Business Leader of the Company. The Employee will devote his full business time and attention to the affairs of the Company and his duties as its Senior Vice President - everGReen Business Leader. The Employee will have such duties as are appropriate to his position as Senior Vice President - everGReen Business Leader, and will have such authority as required to enable him to perform these duties. Consistent with the foregoing, the Employee shall comply with all reasonable instructions of the Vice Chairman, Chief Financial Officer of the Company. The Employee will be based in Montvale, New Jersey and his services will be rendered there except insofar as travel may be involved in connection with his regular duties. The Employee will report directly to the Vice Chairman, Chief Financial Officer of the Company. If, during the Employment Period, Employee's duties hereunder as Senior Vice President - everGReen Business Leader should conclude, and Employee is not in breach of this Agreement, the Executive Employee shall be employed in the re-assigned new duties commensurate with his position set forth in Exhibit A and shallas a Senior Vice President. As such, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours Employee shall continue to the discharge of his duties hereunder and report to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors a member of the Company (the "Board")Chairman, the President and & Chief Executive Officer's staff, which such staff member may not necessarily be the Vice Chairman, Chief Financial Officer of the Company Company. Thereafter during the Employment Period, Employee shall report to, comply with all reasonable instructions of and any other senior otherwise be managed by that executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofwhom he is then assigned. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this Agreement, the Executive shall be employed in serve as Chief Executive Officer and Chairman of the position set forth in Exhibit A Board of Directors of the Company and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours shall report solely to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "BoardBoard of Directors"). Executive shall have the authority, and perform the President duties customarily associated with, his titles and Chief offices together with such additional duties of a senior executive nature and commensurate with his titles as may from time to time be assigned by the Board of Directors. The Company shall recommend Executive Officer for election to the Board of Directors immediately after the Hire Date (defined below). During the Employment Term (as defined herein), Executive shall devote his full working time and efforts to the performance of his duties and the furtherance of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the legitimate business interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except be otherwise employed. Notwithstanding anything to the contrary in this Agreement, Executive may serve as a representative of the Company or with the consent in writing of the Boarddirector for ATMI, Inc. ("ATMI") be directly or indirectly engaged or concerned or interested in any other business activityif requested to do so, except through: provided that (i) continued ownership and management Executive must inform the Board of Directors if a conflict of interest arises as a result of his service on the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; ATMI Board of Directors and (ii) ownership Executive will resign from the ATMI Board of an interest Directors if requested by the Board of Directors due to conflict of interest. Executive may also serve as a director or trustee of other organizations, or engage in charitable, civic and/or governmental activities provided that such service and activities do not more than 2% prevent Executive from performing the duties required of Executive under this Agreement and further provided that Executive obtains written consent for all such activities from the Company, which consent will not be unreasonably withheld. Executive may engage in any entity personal activities, including, without limitation, personal investments, provided that does such activities do not compete interfere with Executive's performance of his duties hereunder and/or the provisions of Executive's written agreements with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) The Executive shall perform all functions and duties consistent with his positions as described above in Section 1(b) on behalf of the Company and its parent organization in a faithful, efficient, trustworthy and professional manner, as reasonably required by the President/COO. The Executive agrees to comply with all policies and regulations of the Company and the terms and conditions of this Agreement, to devote his best efforts to the interests of the Company, and will not, without the prior written consent of the President/COO, engage in any other job or activity detrimental to the Company's interests or in contravention to the terms and conditions of this Agreement. The Executive shall be principally based at the Company's corporate offices in Tampa, Florida and shall travel as required in connection with the performance of his duties hereunder. During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention working time and ability during normal corporate office business hours efforts to the discharge of his duties hereunder business and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors affairs of the Company (the "Board")Company. The Executive shall, the President and Chief Executive Officer of the Company and any other senior executive officer upon request of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and perform services for any other senior executive officer parent or subsidiary of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofwithout compensation except as provided herein. (b) The In addition, the Executive shall represents that he has not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with brought to the Company, provided it does and will not impair bring or use in the ability performance of the Executive to discharge fully and faithfully his duties hereunder. at the Company, any property, trade secrets or confidential information (cwhether or not in writing) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizationsof a former employer or third party without that employer's or third party's written consent. The Executive recognizes hereby certifies that he is not a party to any other agreement (or subject to any fiduciary obligation) which will interfere with the Executive's full compliance with this Agreement. The Executive has not entered into any agreement or understanding either written or oral in conflict with the provisions of this Agreement. The Executive acknowledges and agrees that the Company is hiring him based upon its understanding that the Executive will be fully capable, without restriction, of performing under this Agreement in his primary capacity as Senior Vice President, Services and paramount responsibility Products for the Company, and that the Company is relying upon the representations set forth herein in connection with its providing this Agreement to the CompanyExecutive. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. During the Term, the Employee shall serve as the Executive Vice President, Chief Financial Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee by the Chief Executive Officer]that are not inconsistent with the Employee’s position as Executive Vice President, Chief Financial Officer. In addition: (a) During The Employee will devote his full time and best efforts, talents, knowledge and experience to serving as the term Company’s Executive Vice President, Chief Financial Officer. The Employee will perform his duties diligently and competently and will act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Employee will also comply with the Company’s Compensation Recovery Policy, as it may be amended from time to time. Further, the Employee will at all times during the Term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A Agreement strictly adhere to and shall, unless prevented by incapacity, devote substantially obey all of his business time, attention the rules and ability during normal corporate office business hours regulations in effect from time to time relating to the discharge conduct of Employees of the Company. The Employee will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that, as determined by the Company in its sole discretion, competes, conflicts or interferes with the performance of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereofmaterial way. (b) The Executive shall not during his term Employee agrees to serve without additional compensation as an officer and director of employment (except as a representative any of the Company or with Company’s subsidiaries and agrees that amounts, if any, received from such subsidiary may be offset against the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties amounts due hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term of this AgreementEmployment Term, the Executive shall serve in an executive capacity as the President and Chief Executive Officer of the Company. The Executive shall be employed in a voting member of the position set forth in Exhibit A Board on the Effective Date, and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours the Board shall propose the Executive for re-election to the discharge Board throughout the Employment Term. The Executive shall perform the duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of his duties hereunder the size and to nature of the faithful and diligent performance of Company. In performing such duties and hereunder, the exercise of such powers as may be assigned Executive will report directly to or vested in him by the Board of Directors of the Company (the "“Board"”), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey devote all his business time, attention and skill to the lawful directions performance of the Boardsuch duties, the Company's President services and Chief Executive Officer responsibilities, and any other senior executive officer of the Company and the Executive shall will use his diligent best efforts to promote the interests of the Company Company. Notwithstanding the foregoing, the Executive may (i) serve as a director, trustee or officer or otherwise participate in not-for- profit educational, welfare, social, religious and civic organizations, (ii) continue to maintain serve as a director of any for-profit business or investment group where currently serving as of the Effective Date or, with the prior consent of the Board, serve as a director of any for-profit business that is not a competitor, and promote (iii) acquire passive investment interests in one or more entities, to the reputation thereofextent that such other activities do not inhibit or interfere with the performance of the Executive’s duties under this Agreement, or to the knowledge of the Executive conflict in any material way with the business or policies of the Company. (b) The Executive shall not during his term During the Employment Term, the Executive’s principal location of employment (shall be at the Company’s executive offices in Northern Virginia, except as a representative for customary business travel on behalf of the Company or with and its affiliates. Involuntary relocation demands will be equivalent to termination without cause at the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management option of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding Upon any termination of the foregoing provisionsExecutive’s employment with the Company, the Executive shall be entitled deemed to serve in various leadership capacities in civichave resigned from all other positions he then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, charitable unless otherwise agreed by the Company and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the CompanyExecutive. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During The Employee shall devote the Employee's attention and energies to the business of the Company and its affiliates, if any, on a full-time basis, and shall not, during the term of this Agreement, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from investing the Employee's assets in such manner as will not require the Employee to expend any time or effort in regard thereto or to perform any services in connection therewith. (b) The Employee shall serve the Company and its affiliates faithfully, diligently and in good faith. (c) The Employee shall perform such services as may be required of the Employee by the Company and its affiliates, under and subject to the instructions, directions and control of the Board of Directors and the senior executives of the Company, including without limitation the Company's chief executive officer and the Company's chief operating officer. The Employee shall serve initially as the Vice President of Sales & Marketing of the Company. The Employee's primary responsibility shall be to perform those duties reasonably required of, and related to, the Employee's position and such other duties as may be assigned to the Employee from time to time which are not inconsistent with those customarily assigned to senior employees of the Company. If the Employee is elected as a director of the Company or is promoted to a more senior position within the Company, during the term of this Agreement, the Executive Employee shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership such capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companywithout further remuneration. (d) At all times during the term of this Agreement, the Employee shall adhere to all rules and regulations that have been or that hereafter may be established by the Company for the conduct of its employees. (e) The Executive Employee shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's businessprincipal executive office. Travel and temporary work assignments at other locations may be required, but shall be of a kind and frequency common for the Employee's position or shall result from periodic assignment to tasks appropriate for the Employee. (f) The Employee affirms that the Employee is in good health, with no chronic or recurring illness, and is insurable at normal rates. If requested by the Company, the Employee shall cooperate in applying for and obtaining, at the Company's expense, key-man insurance for the benefit of the Company.

Duties. (a) During the term of this AgreementBAIGlobal hereby employs, the engages, and hires Executive shall be employed in the position capacity set forth in Exhibit A Section 1 hereof, and shallExecutive hereby accepts and agrees to such hiring, unless prevented by incapacityengagement and employment, devote substantially all of his business time, attention and ability during normal corporate office business hours subject to the discharge of his duties hereunder general supervision of, and pursuant to the faithful orders, advice and diligent performance direction of, BAIGlobal's Board of Directors. Executive shall perform such duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as that engaged in by BAIGlobal, and the exercise of shall also additionally render such powers other and unrelated services and duties consistent with her executive officer status in Section 1 hereof as may be assigned to or vested in him her from time to time by the Board of Directors of BAIGlobal, subject to the Company provisions of Section 2(e)(v) of the Stock Purchase Agreement (as defined in Section 4(b) hereof). Executive shall devote all of her working time and efforts to the "Board"business and affairs of BAIGlobal, provided that nothing herein shall prohibit Executive from (a) engaging in personal investment activities (subject to the restrictions set forth in Section 10(a) hereof), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The serving as an executor, trustee or in another fiduciary capacity, or (c) engaging in religious, charitable or other community or non-profit activities, in each case, so long as such permitted activities do not interfere with the performance of Executive's duties and responsibilities under this Agreement. During the Term of Employment, Executive shall also serve as a director of BAIGlobal and as a member of an executive committee of senior officers of Market Facts, Inc. ("MFI"). Executive shall perform such services wherever the Board of Directors of BAIGlobal shall in good faith direct; however, Executive shall not during his term of employment (except be required to remove her permanent residency from the Tarrytown, New York area or be absent from such area for such extended periods as a representative of the Company or with the consent to make her continued residence in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of such area not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderpracticable. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. 2.1 The Employee is employed as the Chief Risk Officer and Vice Chairman of the Company and the Bank, subject to the direction of the Chief Executive Officer and the Board of Directors or its designee(s). The Employee shall perform and discharge well and faithfully the authority, duties and responsibilities which may be assigned to the Employee from time to time by the Board of Directors in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the positions, including as a director of the Company and the Bank, held by the Employee pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his 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; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer of the Bank or the Company and the Board of Directors, which are consistent with this Agreement; (c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Employee; and (d) serve as a director of the Company and the Bank. 2.3 The Employee shall devote the Employee’s entire business time, attention and ability energies to the Business of the Employer and shall not during the term of this Agreement be engaged (whether or not during normal corporate office business hours hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Employee from: (a) 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 discharge Business of his duties hereunder the Employer and to which will not require any services on the faithful part of the Employee in their operation or affairs and diligent in which the Employee’s participation is solely that of an investor; (b) purchasing securities or other interests in any 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 Employer; (c) serving on the board of directors of other organizations so long as such service does not materially interfere with the performance of such the Employee’s duties under this Agreement and are not in competition with the exercise Business of such powers the Employer; and (d) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as may be assigned to or vested in him by the Board of Directors approves of such activities prior to the Company (Employee’s engaging in them. Notwithstanding anything to the "Board")contrary in this Section 2.3, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except Employee may serve as a representative principal of Bankers’ Capital Group, LLC. For the Company or with avoidance of doubt, Bankers’ Capital Group, LLC also serves as a general partner of Sagus Partners, LLC and intends to do so following the consent in writing date of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunderthis Agreement. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) Executive shall perform such duties and functions consistent with his position as Executive Vice President, Chief Marketing Officer, and/or as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. (b) At the request of President or the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and policies of the Board of Directors of each such subsidiary or affiliate. (c) During the term Term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented by incapacity, devote substantially all of his business timetime and attention, attention vacation time and ability during normal corporate office business hours absences for sickness excepted, to the discharge business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of his duties hereunder and to do not violate Section 10 hereof. (d) The principal location at which the faithful and diligent performance of Executive shall perform his duties hereunder shall be at the Company’s offices in Canton, Massachusetts or at such duties and the exercise of such powers other location as may be assigned designated from time to or vested in him time by the Board of Directors of the Company (Company. Notwithstanding the "Board")foregoing, the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey perform such services at such other locations as may be required for the lawful directions proper performance of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Companysuch duties may involve travel. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on the Company's business.

Duties. (a) During the term Term, you shall serve and the Company shall employ you as the Vice President and Controller of this Agreementthe Company, with such executive duties and responsibilities consistent with such positions and stature as the Chief Financial Officer of the Company 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 the office or offices in which you serve as deemed necessary by the Chief Financial Officer of the Company. You shall report to, and act under the general direction of, the Executive Chief Financial Officer of the Company. You shall use your best efforts to carry out the instructions of the Chief Financial 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 employed 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 position set forth in Exhibit A organizational documents and shallthe policies of the Board of Directors of each such subsidiary, unless prevented by incapacity, devote substantially without additional compensation. You will review and agree to comply with the Company's then-current Code of Business Conduct to the same extent required for other United States-based employees of the Company. You will perform all of his your responsibilities in compliance with all applicable laws. (b) During the Term, you shall devote your entire business time, attention time and ability energies during normal corporate office business hours to the discharge business and affairs of his duties hereunder the Company and to its subsidiaries. Nothing in this Section 3 shall be 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 faithful and diligent 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 such your duties hereunder. Service on any board of directors other than those of the Company and the exercise of such powers as may its subsidiaries must be assigned to or vested approved, in him advance, by the Board of Directors of the Company (the "Board"), the President and Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, the Company's President and Chief Executive Officer and any other senior executive officer of the Company and the Executive shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and management of the Executive’s current business interests, which are set forth on Exhibit B, which is attached hereto and incorporated by reference herein; and (ii) ownership of an interest of not more than 2% in any entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding During the foregoing provisionsTerm, the Executive you shall be entitled to serve in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is subject to the Company. (d) The Executive shall be based at current Company headquarters at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇'s rules, ▇▇▇▇ Valley, Maryland 21031, or such other location in the greater Baltimore area as the Board may determine, except for reasonably required travel on practices and policies applicable to the Company's businesssenior executive employees.