Common use of Duties Clause in Contracts

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve under the direction 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, for so long as so elected, shall serve as the Chairman of the Board of Directors of the Employer (the “Board”). Executive shall also serve as Chairman and shall exercise CEO (or the closest equivalent positions if not called Chairman or CEO) of all duties commonly performed by an executive subsidiaries of a publicly traded company with the same or a comparable positionEmployer that he so requests. The Employer shall cause Executive shall comply with all applicable laws to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and regulationsuse commercially reasonable efforts to cause his reelection. Executive, as well as Chairman and CEO, shall be principally responsible for all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively decision-making with respect to the business and affairs of the Company Employer and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned subsidiaries (including with respect to the Executive from time hiring and dismissal of all executives and deciding which such executives shall report solely and directly to time him), subject to supervision by the Board or and its committees. It is understood and agreed that, notwithstanding the Chief 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 of the Company that are consistent in connection with the provisions Board’s and its committees’ performance of this Agreementtheir duties. Notwithstanding the above, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of report solely and directly to the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to authority shall be commensurate with his position as Chairman and CEO of the CompanyEmployer as a publicly traded company.

Duties. The (a) During the term of this Agreement, the Executive shall serve under be employed in the direction 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 Board Company (the "Board"), the President and shall exercise Chief Executive Officer of the Company and any other senior executive officer of the Company, all such duties commonly performed by an executive of a publicly traded company to be consistent with the same or a comparable his position. The Executive shall comply with all applicable laws obey the lawful directions of the Board, the Company's President and regulations, as well as all applicable Chief Executive Officer and any other senior executive officer of the Company policies and procedures, including the Code of Business Conduct and Ethics, and Executive shall faithfully serve use his diligent efforts to promote the best interests of the Company during and to maintain and promote the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the reputation thereof. (b) The Executive shall devote all not during his term of the Executive’s full business time, attention and skill exclusively to the business and affairs employment (except as a representative of the Company and its Affiliates. The Chief Executive Officer shall review or with the performance consent in writing of the Executive on at least an annual basis. The Executive will not engage Board) be directly or indirectly engaged or concerned or interested in any other business activity, except through: (i) continued ownership and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance 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 obligations 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 Company does hereby hire, engage, and employ Executive as Executive Vice President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall serve under the direction Company in such position in conformity with the provisions of this Agreement, directives of the Board Chief Executive Officer and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company corporate policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the have duties and authority consistent with Executive’s full business time, attention 's position as Executive Vice President and skill exclusively shall report to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with (the provisions "Reporting Relationship"). (b) Throughout the Period of Employment, Executive shall devote his time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the Executive’s duties and obligations outstanding shares of such publicly traded competing business. (c) Executive hereby represents to the CompanyCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. The (a) Executive shall serve under iGTI as President and Chief Executive Officer and agrees to serve in the 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 directors 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 appointed to serve as a member of the Board and thereafter shall exercise all be nominated for reelection as a member of the Board as Executive’s term as director expires. (c) Executive agrees to perform his duties commonly performed by an executive of in a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsdiligent, as well as all applicable Company policies and procedurestrustworthy, including the Code of Business Conduct and Ethicsloyal, businesslike, productive, and shall faithfully serve efficient manner and to use his best efforts to advance the best interests business and goodwill of the Company during the Period of EmploymentCompany. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall agrees to devote all of the Executive’s full his business time, skill, energy and attention and skill exclusively to the business and affairs of the Company except for (i) positions on the board of directors of other companies or organizations currently held by Executive and disclosed on Schedule 2 hereto, and (ii) positions on the board of directors of other companies proposed to be taken up by Executive and disclosed to iGTI and in respect of which iGTI grants its Affiliates. The Chief approval in writing. (d) During the time Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive is employed with iGTI, he will not engage in any other business activity, and will perform faithfully the duties which may for his own account or be assigned to the Executive from time to time employed by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationother Person, or with render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to or for any other Person without the prior written approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyiGTI.

Duties. The Executive While employed hereunder, Executive’s duties shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company be commensurate with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsposition held by Executive, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively generally not be less than those in effect immediately prior to the business and affairs Effective Time with respect to the operations of the Company and its Affiliatessubsidiaries, except that Executive acknowledges that as a consequence of the Merger, Executive shall cease to perform duties that were required of him solely by virtue of the Company being a public company, which such cessation of duties shall not constitute Good Reason. The Chief While employed hereunder, Executive Officer shall review devote his full business time to the performance of his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreementand Monex. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest During Executive’s employment with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing , the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on Executive may not, without the part prior written consent of the Executive Monex CEO, directly or indirectly, operate, participate in the operation management, operations or affairs control of, or act as an executive, officer, consultant, agent or representative of, any type of competitive business or service (other than as an executive of the business entities in which those investments are made. The above activities will be allowed Company); provided that the Executive may, to the extent not otherwise prohibited by this Agreement, devote such amount of time as long as they do does not materially affect interfere or interfere compete with the performance of the Executive’s duties under this Agreement to any one or more of the following activities: (i) investing the Executive’s and obligations his family’s personal assets in such manner as will not require significant services to be rendered by the Company.Executive in the operation of the affairs of the companies in which investments are made; and (ii) engaging in community and charitable activities. Executive shall only be permitted to serve as an independent director on one or more boards of directors of other corporations with the prior approval of the Monex CEO, except Monex agrees that Executive may continue to serve on the board of directors of gMed, Inc.

Duties. The Companies hereby agree to employ Executive, and Executive shall hereby accepts such employment as the Co-Chief Executive Officer of ICH and agrees to serve under as Co-Chairman of the direction ICH Board and as Co-Chief Executive Officer and Co-Chairman of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code Directors of Business Conduct and Ethics, and shall faithfully serve the best interests each of the Company during the Period of Employmentother Companies. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and In his role as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Co-Chief Executive Officer of ICH and the other Companies, Executive shall review the performance be responsible for duties of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which a supervisory or managerial nature as may be assigned to the Executive directed from time to time by the ICH Board or the and each other respective Board of Directors, provided, that such duties are reasonable and customary for an Co-Chief Executive Officer of Officer. Executive agrees that he shall, during the Company that are consistent with the provisions term of this Agreement. Notwithstanding , except during reasonable vacation periods, periods of illness and the abovelike, devote substantially all his business time, attention and ability to his duties and responsibilities hereunder; PROVIDED, HOWEVER, that nothing in this Agreement contained herein shall preclude the be construed to prohibit or restrict Executive from devoting time during reasonable periods required for: 3.2.1. Serving (i) serving as a director or member of a committee of any corporation, with or without compensation therefor; (ii) serving in various capacities in community, civic, religious or charitable organizations or non-profit organizationtrade associations or leagues; or (iii) attending to personal business; PROVIDED, HOWEVER, that no such service or with prior approval of the Board, any other for-profit organization, activity permitted in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not Section 1(a) shall materially affect or interfere with the performance by Executive of the Executive’s his duties and obligations hereunder. Executive shall report directly to the CompanyICH Board and each other Board of Directors.

Duties. 2.1 The Executive Employee shall serve under the direction of the Board perform and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws discharge well and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the authority, duties and responsibilities which may be assigned to the Executive Employee from time to time by the Board or the Chief Executive Officer of Directors of the Company that Employer in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Board of Directors 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, 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 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 Board of Directors of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the provisions Board of Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall devote the Employee's entire business time, attention and energies to the Business of the Employer and shall not during the term of this Agreement. Notwithstanding the above, nothing Agreement be engaged (whether or not during normal business hours) in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-business or professional activity, whether or not such activity is pursued for gain, profit organization, in each case involving no actual or potential conflict of interest with other pecuniary advantage; but this shall not be construed as preventing the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing Employee from (a) investing the Executive’s Employee's personal assets in investments or business entities businesses which (subject to clause (b) below) are not in such form or manner that competition with the Business of the Employer and which will not violate this Agreement or require any services on the part of the Executive Employee in the their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided 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 entities in which those investments are made. The above activities will be allowed as competition with the Business of the Employer and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as they do not materially affect or interfere with the performance 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 continue to serve on any board of directors that the Employee serves upon as of the Executive’s duties and obligations to the CompanyEffective Date.

Duties. The (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 under the direction as an officer of the Company without further compensation. At the request of the Chief Executive Officer and/or the Board and of Directors, Executive shall exercise all duties commonly performed by serve, without further compensation, as an executive officer of a publicly traded company with any subsidiary or affiliate of the same or a comparable position. 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, Executive shall devote substantially all applicable laws of his time and regulationsattention, vacation time and absences for sickness excepted, to the business of the Company, as well 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 all applicable Company policies such activities do not unreasonably interfere with Executive's performance of his duties hereunder and proceduresdo 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 the Code real estate, stocks, bonds, securities, commodities or other forms of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, investments. (d) The principal location at which the Executive shall devote all of perform his duties hereunder shall be at the Executive’s full business timeCompany's offices in Chestnut Hill, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on Massachusetts or at least an annual basis. The Executive will not engage in any such other business activity, and will perform faithfully the duties which location as may be assigned to the Executive designated from time to time by the Board or the Chief Executive Officer of Directors of the Company Company; provided that are consistent with if the provisions principal location of this AgreementExecutive's duties is transferred from Chestnut Hill, Massachusetts, the new principal location of Executive's duties shall not be transferred beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ without Executive's consent. Notwithstanding Notwithstanding, the aboveforegoing, nothing in this Agreement Executive shall preclude perform such services at such other locations as may be required for the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the proper performance of the Executive’s his duties hereunder, and obligations to the CompanyExecutive recognizes that such duties may involve travel.

Duties. The (a) Executive shall serve under perform such duties and functions as 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 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 Directors. Such duties shall be performed at the Company’s headquarters in Middlefield, Connecticut, with travel to the Company’s other locations as required. (b) Executive agrees to devote substantially all his working time, attention and energies to the performance of the business of the Company and of any of its subsidiaries by which he may be employed; and Executive shall exercise all 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 commonly performed by an executive of a publicly traded company or pursuits which interfere with the same performance of his duties hereunder, or a comparable position. The Executive shall comply with all applicable laws and regulationswhich, as well as all applicable Company policies and procedureseven if non-interfering, including the Code of Business Conduct and Ethicsmay be inimical, and shall faithfully serve or contrary, to the best interests of the Company during the Period of Employment. During the Period of Employment and Company, except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the those duties which may be assigned to the Executive from time to time or pursuits specifically authorized by the Board of Directors. (c) 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 Chief Executive Officer and the Board) received by Executive during the Term of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude be paid to the Company when received by Executive, except those fees that the Board of Directors determines may be kept by Executive. Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior will obtain the approval of the BoardBoard 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, any including real estate, stocks, bonds, securities, commodities or other for-profit organization, in each case involving no actual or potential conflict forms of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyinvestments.

Duties. The Executive Employee’s duties shall serve under be such duties and responsibilities as the direction Company, through its Board of the Board Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsresponsibility, 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 serve execute and perform such duties and responsibilities, subject to the best interests general supervision and control of the Company 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 Period term of Employment. During the Period of Employment and except for illnessthis Agreement, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreementexcept as set forth herein. Notwithstanding the above, nothing Nothing in this Agreement shall preclude the Executive Employee from devoting time during reasonable periods required forto the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: 3.2.1. Serving (a) serving as a director or member of a committee of any charitable organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-profit organization, competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or with prior approval shall receive direct compensation. Approval of such business activity shall be granted by the Board, any other for-profit organizationCEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in each case involving no actual or potential good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties and obligations to the Company. 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. The 4.1 You shall carry out such duties as attach to your office of Chief Executive shall serve under Office and Chief Scientific Officer and any other duties for the direction of Company and/or any Group Company which the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively assigns to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive you from time to time by the Board or the time. It is agreed that your duties shall also extent to as Chief Executive Officer of the Company Company; it being agreed that are consistent 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 the provisions your consent, make such role a permanent part of this Agreement. Notwithstanding the aboveyour duties, nothing in 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 preclude the Executive from devoting time during reasonable periods required for:give rise to any right of compensation for loss of office. 3.2.1. Serving 4.2 Without additional remuneration, you shall accept and hold for such period(s) as a director or member of a committee of any charitable or non-profit organization, or with prior approval of specified by the Board, any other for-profit organizationoffice(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, you shall: (a) devote such of your working time and attention to the Employment hereunder 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 each case involving no actual 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 from time to time; (c) comply with all common law, fiduciary and statutory duties to the Company and any Group Company, including, but not limited to the 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 potential 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 ▇▇▇▇▇▇ the Company’s interests and save where this causes a conflict of interest with the Company’s interests, those of its other Group Companies; 3.2.2. Delivering lectures (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 fulfilling speaking engagements;irrespective of whether this may involve any degree of self-incrimination; and 3.2.3. Engaging in charitable (i) keep the Board properly and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities fully informed in such form or manner that will not violate this Agreement or require services on prescribed (with explanations where requested) of your compliance with the part of Duties and the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company and/or any Group Company.

Duties. The 2.1 Executive shall serve under perform the direction duties of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs Senior Vice President/Chief Operating Officer of the Company and such additional executive duties of Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activityaffiliates as may be, and will perform faithfully the duties which may be assigned to the Executive from time to time time, requested of him by the Company's Board of Directors or the Chairman and/or Chief Executive Officer of the Company. 2.2 Executive shall devote his full professional time and best efforts to the performance of his duties and responsibilities hereunder to advance the interests of the Company that are consistent with and shall not during the provisions term of this Agreement. Notwithstanding the aboveAgreement (as defined in Section 1 hereof) be employed, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director involved or member of a committee of any charitable otherwise engaged in, either directly or non-profit organization, or with prior approval of the Boardindirectly, any other for-employment for gain, profit organizationor other pecuniary advantage, without prior written consent of Company. At no time shall Executive engage in each case involving no actual or potential conflict of interest any activity that conflicts with the Company; 3.2.2business of the Company or its affiliates. Delivering lectures Nothing set forth in this section 2.2 shall be construed to prevent Executive from (i) 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 Board of Trustees of any organization or entity which is not a competitor of the Company or (ii) devoting of such of Executive's time and fulfilling speaking engagements; 3.2.3. Engaging in charitable 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 activities or endeavors does not materially and community activities; or 3.2.4. Investing adversely effect the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services '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 part of the Executive Company's principal executive offices located in the operation or affairs of the business entities in which those investments are madegreater Philadelphia area. The above activities will Company shall furnish Executive with office space, secretarial assistance, a personal computer, and such other facilities and services as shall be allowed as long as they do not materially affect or interfere with suitable to Executive's position and adequate for the performance of the Executive’s his duties and obligations to the Companyhereunder.

Duties. The Executive shall serve under Company does hereby employ and engage the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, Employee as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Senior Vice President Sales of the Company during and each of its subsidiaries and divisions, or such other title as the Period of EmploymentCompany's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. During The Employee's duties shall be such executive and managerial duties and responsibilities as the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, Chief Executive Officer shall specify from time to time and as provided belowin the 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 the Company's best interest. The Employee shall devote all of the Executive’s full business timehis full-time attention, attention energy and skill exclusively during normal business hours to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review not, during the performance of the Executive on at least an annual basis. The Executive will not engage Employment Term (as that term is defined below), be actively engaged in any other business activity, and will perform faithfully except with the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer prior written consent of the Company Company's Board of Directors; provided, however, that are consistent in any event any such other business activity will not: (a) adversely affect or materially interfere with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval performance of the BoardEmployee's duties and responsibilities hereunder, any other for-profit organization, in each case involving no actual or potential (b) involve a conflict of interest with the Company or (c) involve activities competitive with the business of the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing affairs and (ii) make investments of any character in any business not in competition with the Executive’s personal assets in investments Company or business entities in any of its subsidiaries or divisions and manage such form or manner that will investment (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business), provided, however, no such business shall place the business entities Employee in which those investments are made. The above activities will be allowed as long as they do not materially affect a conflict of interest with the Company or interfere with the performance of the Executive’s Employee's duties and obligations to the Companyresponsibilities under this Agreement.

Duties. (a) The Executive Employee shall serve under the direction Employer, and its affiliates and associates as such terms are defined in the Business Corporations Act (Ontario) (collectively “Affiliates”), in such capacity or capacities and perform such duties and exercise such powers pertaining to the management and operation of the Board Employer and shall exercise all duties commonly performed by an executive any of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, its Affiliates as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive determined from time to time by the Board or the Chief Executive Officer Chair of the Company Board of Directors of the Employer or his/her designate. Such capacities, duties and powers shall be consistent with the position then held by the Employee with the Employer. Despite any services the Employee may provide to the Affiliates of the Employer from time to time, the Employee understands and expressly agrees that, subject to any applicable legislation, the Employee’s employment relationship is and shall remain exclusively with the Employer. (b) The Employee’s duties and responsibilities upon commencing employment shall include the following: (i) All duties and responsibilities outlined in Schedule A to this Agreement; (ii) Carry out his/her duties and responsibilities with the highest 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 such duties are consistent with the provisions of position then held by the Employee. (c) The Employee hereby confirms that he/she is qualified and competent to perform the duties and services as described in this Agreement. Notwithstanding The Employee agrees to provide and perform his/her duties and services to the aboveEmployer in a faithful and diligent manner, nothing 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 this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest compliance with the Company;policies, procedures, directions and instructions given to the Employee by the Employer. 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. (d) The above activities will be allowed as long as they do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties and obligations services shall be performed and provided 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 Companyobjectives of the Employee’s employment are met. In accordance with the provisions of the Employment Standards Act, 2000 (Ontario), as amended or replaced from time to time (“ESA”), in light of the Employee’s position overtime is not payable for hours worked in excess of the Employee’s regular hours.

Duties. (a) The Executive shall agrees to serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The as Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company Vice President during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of 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 full position(s). The Executive agrees to devote substantially all his business time, attention and skill exclusively services to the business and affairs of the Company and its Affiliatessubsidiaries and to perform his duties to the best of his ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activityaccept 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. The Executive may accept directorships on the board of directors of not-for-profit corporations without the prior, written consent of the Executive 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 will perform faithfully the duties which may be assigned to (b) Executive promptly notifies the Executive from time Vice President, Human Resources in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company or the Executive elects not to time by renew the Board Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer, or such other executive as the Chief Executive Officer of the Company that are consistent may designate and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as he shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationOfficer, or with prior approval of such other executive as the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Chief Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer may designate.

Duties. The (A) THE Executive agrees that during the continuance of this Agreement he will hold such offices or positions within the Company, and perform such duties and assignments relating to the business of the Company as the Board of Directors or its Chairman shall direct except that the Executive shall serve under the direction not be required to hold any office or position or to perform any duties of the Board assignment inconsistent with his experience and shall exercise all duties commonly qualifications or not customarily performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests officer of the Company during company. (B) If the Period Board of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowDirectors 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 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 continuance of this Agreement the Executive shall, except during customary periods of holiday and periods of illness, devote all of his business time and attention to the Executive’s full business time, attention performance of his duties hereunder and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review subsidiary and associated companies and to promoting the performance best interests of the Executive on at least an annual basisCompany and its subsidiary and associated companies. 3 (D) The Executive will shall not engage during the continuance of his employment hereunder (except as a representative of the Company or with the consent in writing of the Board of Directors of the Company) be directly or indirectly engaged or concerned in the conduct of any other business activity, and will perform faithfully the duties which may nor shall he be assigned to the Executive from time to time by the Board directly or the Chief Executive Officer indirectly interested in any such business save through his holding or being interested in investments (quoted or unquoted) not representing more than five per cent of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee issued investments of any charitable or non-profit organization, or with prior approval class of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyone company.

Duties. The (A) THE Executive agrees that during the continuance of this Agreement he will hold such offices or positions with 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 serve under the direction of the Board not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and shall exercise all duties commonly qualifications or not customarily performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests officer of the Company during Company. (B) If the Period Board of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowDirectors 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 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 continuance of this Agreement the Executive shall, except during customary periods of holiday and periods of illness, devote all of his business time and attention to the Executive’s full business time, attention performance of his duties hereunder and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review subsidiary and associated companies and to promoting the performance best interests of the Executive on at least an annual basis. Company and its subsidiary and associated companies. (D) The Executive will shall not engage during the continuance of his employment hereunder (except as a representative of the Company or with the consent in writing of the Board of Directors of the Company) be directly or indirectly engaged or concerned in the conduct of any other business activity, and will perform faithfully the duties which may nor shall he be assigned to the Executive from time to time by the Board directly or the Chief Executive Officer indirectly interested in any such business save through his holding or being interested in investments (quoted or unquoted) not representing more than five per cent of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee issued investments of any charitable or non-profit organization, or with prior approval class of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyone company.

Duties. The a. While the Executive is employed pursuant to this Agreement, he shall serve under perform such duties and discharge such responsibilities as the direction Chief Executive Officer of the Corporation and the Board of Directors of the Corporation (the “Board of Directors”) shall from time to time direct, which duties and responsibilities shall exercise all duties commonly performed by an executive of a publicly traded company be commensurate with the same or a comparable Executive’s position. The Executive shall comply with all applicable laws perform his duties and regulationsdischarge his responsibilities from the Corporation’s principal office in Chantilly, as well as all applicable Company policies Virginia, other than normal and procedurescustomary business travel, including the Code of Business Conduct which is also a duty and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all requirement of the Executive’s full business timeemployment with the Corporation. The Executive shall comply fully with all applicable laws, attention rules and skill exclusively regulations as well as with the Corporation’s policies and procedures. The Executive shall devote his entire working time to the business and affairs of the Company Corporation and its Affiliates. The Chief Executive Officer shall review the use his best efforts, skills and abilities in his diligent and faithful performance of his duties and responsibilities hereunder. While the Executive on at least an annual basis. The Executive will 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, and will perform faithfully office or position is pursued for profit or other pecuniary advantage, without the duties which may be assigned to prior written consent of the Corporation; provided, however, the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing may engage in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures (i) personal investment activities for himself and fulfilling speaking engagements; 3.2.3. Engaging in his family and (ii) charitable and community civic activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as , so long as they such outside interests set forth in subsections (i) and (ii) hereof do not materially affect or interfere with the performance of his duties and responsibilities hereunder. b. The Chief Executive Officer and 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 employees of the Corporation duties and responsibilities normally discharged by the Executive’s . All such assignments and delegations of duties and obligations responsibilities shall be made in good faith and shall not materially affect the general character of the work to be performed by the Executive. The Executive shall hold such officerships and directorships in the Corporation and any subsidiary to which, from time to time, the Executive may be appointed or elected with no additional compensation payable to the CompanyExecutive.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote substantially all of the Executive’s full business working time, attention and skill exclusively efforts to the business and affairs of the Company and (which shall include service to its Affiliatesaffiliates), except during any paid vacation or other excused absence periods. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other outside business activityactivities (including serving on outside boards or committees) without the 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 will perform faithfully the duties which may be assigned 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 by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationtime, in each case involving no actual as amended from time to time, as set forth in writing, and as delivered or potential made available to Executive (each, a “Policy”), provided that the terms of such Policies do not conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging terms of this Agreement, in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate which case this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyshall control.

Duties. The (a) As Executive Vice President and Chief Financial Officer of XM, EMPLOYEE shall serve under 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 exercise all 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 commonly performed by 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 executive officer or director of a publicly traded company XM or any Affiliate, provided however, that such services, and such office or position, shall be consistent with the same or a comparable positionEMPLOYEE’s position as Executive Vice President and Chief Financial Officer of XM. The Executive EMPLOYEE shall comply with all applicable laws policies of XM and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. Affiliates. (c) During the Period term of Employment and except for illnessemployment, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive it shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions a violation of this Agreement. Notwithstanding Agreement for EMPLOYEE to (i) serve on no more than one outside corporate board (except the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member board of a committee Conflicting Organization); (ii) serve as an officer or director of any charitable or non-profit organizationa cooperative housing, or with prior approval of the Boardcivic or charitable organization or committee; (iii) deliver lectures, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling fulfill speaking engagements; 3.2.3. Engaging in charitable and community activities, or teach at educational institutions; or 3.2.4. Investing the Executive’s or (iv) manage personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as passive investments, so long as they such activities (individually or collectively) do not conflict or materially affect or interfere with the performance of the ExecutiveEMPLOYEE’s duties and obligations to the Companyhereunder.

Duties. (1) The Executive Secondee shall serve under use his best endeavours to promote and protect the direction interests of the Board Group and shall not do anything which is harmful to those interests. (2) The Secondee shall diligently and faithfully perform such duties and exercise all duties commonly performed 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 an executive of a publicly traded company with the same or a comparable positionCEO. The Executive CEO may also suspend all or any of the Secondee's duties and powers for such periods and on such terms as he considers expedient (including a term that the Secondee shall not attend at the Company's premises). (3) The Secondee shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests proper instructions of the Company during CEO. (4) The Secondee shall have the Period power and the authority to act in accordance with the instructions of Employment. During and within the Period limits prescribed by the CEO. (5) The Secondee shall comply with all codes of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively conduct from time to the business and affairs of time adopted by the Company and its Affiliates. with all applicable laws, rules and regulations applicable to the Company. (6) The Chief Executive Officer Secondee shall review (unless prevented by sickness, disability or otherwise directed by the performance 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 Executive on at least an annual basis. proper fulfilment of those duties. (7) The Executive will 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 engage 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 business activityexcept: (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 will perform faithfully parents' issue) neither holds nor is beneficially interested in more than five per cent, of the duties securities of that class; or (b) with the consent in writing of the Company which may be assigned given subject to the Executive from time to time by the Board any terms or the Chief Executive Officer of conditions which the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyrequires.

Duties. The Executive shall serve under Subject to the direction and control of the Board and shall exercise all duties commonly performed by an executive Chief Executive Officer of a publicly traded company with the same CBC, or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowhis designee, the Executive Employee shall devote all of supervise and control the Executive’s full business time, attention and skill exclusively to the business and affairs management of the Company and its Affiliates. The Chief Executive Officer shall review have such duties and authority as are normally incident to the performance position of the Executive on at least an annual basis. The Executive will not engage in any chief executive officer of a banking subsidiary of a holding company together with such other business activity, duties and will perform faithfully the duties which authority as may be assigned to the Executive prescribed from time to time by the Board Chief Executive Officer of CBC or his designee. After completion of the 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 the direction and control of the Chief Executive Officer of Capital Bank, or his designee, the Company that Employee shall supervise and control the management of the western region of Capital Bank and shall have such duties and authority as are consistent 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 provisions Chief Executive Officer of this AgreementCapital Bank or his designee. Notwithstanding The Employee shall at all times discharge his duties in consultation with, and under the abovesupervision of, nothing 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 this Agreement discharging his duties. The Employee shall preclude not take any action which interferes with or detracts from the Executive from devoting time during reasonable periods required for: 3.2.1Company's business or reputation in any way. Serving as a director The Employee shall not directly or member indirectly render any services of a committee of business, commercial or professional nature to any charitable other person or non-profit organization, whether for compensation or with otherwise, without the prior approval written consent of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities The Employee shall make his principal office in such form or manner that will not violate this Agreement or require services on place as the part Chief Executive Officer of CBC and the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations Employee may from time to the Companytime agree.

Duties. The Executive During the Initial Term and any and all Renewal Terms (as hereinafter defined) hereof, Employee shall serve under faithfully perform his duties in accordance with this Agreement and the direction Bylaws of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsCompany, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the Company faithfully and to the best interests of his ability and devote substantially all of his business time and attention, knowledge, energy and skills to the Company. Employee shall be responsible for such matters as assigned to him by the Chief Executive Officer and/or President of the Company during which shall be the Period of Employment. During the Period of Employment normal day-to-day management, operation and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all maintenance of the Executive’s full business time, attention and skill exclusively to the business financial operations and affairs of the Company in accordance with the Company's annual business plan, budget and its Affiliatesassigned duties. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned Subject to the Executive from time to time directions of and limitations imposed by the Board or the Chief Executive Officer and/or President of the Company, the Employee shall be responsible for interpretation and executive implementation of the corporate policies for his assigned area(s) which shall be the Company's financial operations and functions as set by the Board of Directors, the 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 that are consistent with and on its behalf. Employee shall coordinate and supervise the provisions activities of this Agreement. Notwithstanding all employees of the aboveCompany under his control, nothing in this Agreement shall preclude have the Executive power to employ and terminate the employment of all such subordinate officers, agents, clerks, and other employees and have the authority to fix and change, from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member to time, the compensation of a committee of any charitable or non-profit organizationall such officers, or with prior agents, clerks and other employees subject to the approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict President of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. 2.1 The Executive shall serve under serve, subject to the direction supervision and control of the Board Corporation's Chairman and shall exercise all duties commonly performed by an executive Chief Executive Officer as the President and Chief Operating Officer of a publicly traded company the Corporation with the same or a comparable position. The Executive shall comply with all applicable laws responsibilities and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsauthority, and shall faithfully serve status and perquisites which have, consistent with past practice, been delegated or granted by the best interests of Corporation to an employee holding such position(s) or which are customarily delegated or granted by similarly situated corporations to an employee holding similar position(s). If Executive is appointed to additional offices by the Company Corporation during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowContract Period, the Executive shall have the responsibilities and authority, and status and perquisites consistent with the past practices of the Corporation or which are customarily delegated or granted by similarly situated corporations to an employee holding such position(s). Executive shall also perform any additional lawful services and assume any reasonable additional responsibilities, not inconsistent with his then current position, as shall from time to time be assigned to him by the Board of Directors of the Corporation (the "Board") or by the Chairman and Chief Executive Officer of the Corporation 2.2 Executive agrees that during the Contract Period, he shall devote substantially all of the Executive’s his full business time, working time and attention and give his best effort, skill and abilities exclusively to the business and affairs interests of the Company and its Affiliates. The Chief Executive Officer Corporation; provided, however, that the foregoing shall review the performance not be construed to prohibit Executive's service as a (i) director or officer of the Executive on at least an annual basis. The Executive will not engage in any other business activitytrade association, and will perform faithfully the duties which may be assigned civic, educational or charitable organization or governmental entity or, subject to the Executive from time to time approval by the Board or the Chief Executive Officer as (ii) a director of any corporation which is not a competitor of the Company Corporation, provided that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the such service by Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do does not materially affect or interfere with the performance by Executive of the responsibilities delegated under Section 2.1 above. 2.3 Executive shall carry out all responsibilities delegated in Section 2.1 above at the Corporation's headquarters, except for travel reasonably required in the performance of Executive’s duties and obligations to the Company's responsibilities.

Duties. The During the Term (as defined below), Employee shall be employed as President and Chief Executive Officer of Employer. Employee shall serve under report to the direction Chairman of the Board of Directors of Employer. Employee agrees to diligently and shall honestly exercise all duties commonly performed by an executive of a publicly traded company with his business judgment in the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests discharge of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and duties as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively are customary to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the this position as those duties which may be assigned to the Executive are determined from time to time by the Board of Directors of the Employer (the “Board”) and to fully comply with all laws and regulations pertaining to the performance of this Agreement, all ethical rules, Employer’s Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all of policies, procedures and instructions of the Company including, but not limited to, the provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and best efforts to the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or the religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities as President and Chief Executive Officer of Employer. Employee will not, during the Company that are consistent Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Employer’s employees, including policies relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the provisions Securities Exchange Act of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company1933.

Duties. The Company agrees to employ the Executive shall serve under as Chairman and Chief Executive Officer of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (the direction of “News Channel”) and Fox Business Channel (the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations“Business Channel”), as well as all applicable Company policies Chairman of Fox Television Stations (“FTS”) and procedures, including the Code of Business Conduct and EthicsTwentieth Television (“TT”), and shall faithfully serve as Editor-in-Chief of Fox ▇▇▇▇.▇▇▇, and the best interests Executive agrees to accept such employment for the Term of the Company during the Period of EmploymentEmployment as hereinafter defined. During the Period Term of Employment Employment, the Executive, subject to the provisions of this Agreement, shall have the title and except for illnessthe duties of Chairman and Chief Executive Officer of the News Channel and the Business Channel, incapacity, reasonable vacation Chairman of FTS and holiday periodsTT, 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 provided belowshall 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 Fox Television entities) and content and format of the News Channel and Business Channel and Fox ▇▇▇▇.▇▇▇. In connection with performing his duties under this Agreement, the Executive 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, 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 the Executive’s full his business time, time and attention and give his best efforts and skill exclusively to furthering the business and affairs interests of the Company. 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 its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully be insured under News Corporation’s Directors and Officers Liability Insurance Policy. This insurance and/or indemnification will include the duties which may be assigned to provision of legal representation and the Executive from time to time by the Board or the Chief Executive Officer payment of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companydamages.

Duties. The During the Employment Period, the Executive shall serve under do and perform all services and acts necessary or advisable to fulfill the direction duties and responsibilities of the Board Executive’s positions and shall exercise all render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties commonly performed as may be reasonably assigned to the Executive by an executive the Board of a publicly traded company Directors of Centers (the “Centers Board”) or the Board of Directors of Holdings (the “Holdings Board”), as applicable, commensurate with the same or a comparable positionExecutive’s positions. The Executive shall comply with all applicable laws report solely and regulationsdirectly to the Holdings Board. The Executive’s duties, as well as all applicable Company policies titles and procedures, including responsibilities shall not be changed materially at any time without his consent (other than during any period where the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of EmploymentExecutive is incapacitated due to physical or mental illness). During the Period of Employment and except Except for illness, incapacitysick leave, reasonable vacation and holiday periodsvacations, and excused leaves of absence, or as otherwise provided belowin this Agreement, the Executive shall shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and skills faithfully, and to the best of the Executive’s full business timeability, attention and skill exclusively to the business duties and affairs responsibilities of the Company Executive’s positions in furtherance of the business affairs and activities of GNC and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage Affiliates (as defined in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this AgreementSection 5.4(a)). Notwithstanding the aboveforegoing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationis permitted, or with prior approval of to the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in extent such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or substantially interfere with the performance of the Executive’s his duties and obligations 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 A, will, as of the Effective Date, be deemed not to interfere with the performance of his duties and responsibilities under this Agreement), and (c) deliver lectures or fulfill speaking engagements. Except where GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall maintain his principal residence within 75 miles of the principal office of Centers as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out faithfully to the Companybest of his ability and in all material respects (x) Centers lawful rules, regulations, policies 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 the Holdings Board may from time to time reasonably establish or approve for their executive officers.

Duties. (a) The Executive shall Company hereby engages Employee to serve under as its COO to be responsible for the direction 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 Board Company's business and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws development; and regulations(iv) to perform other tasks, as well as all applicable Company policies and proceduresshall be determined, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or Company's board of directors (the Chief Executive Officer "DUTIES"). During the term hereof, Employee shall report to the Company's CEO. (b) In addition to the discharge of her Duties hereunder in the premises of the Company, 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 Company that are consistent with and the provisions Employee. Without derogating from the foregoing, at the request and pursuant to the instructions of this Agreementthe Company, Employee shall discharge her Duties and/or perform any specific task hereunder outside of Israel. (c) Employee shall provide the services hereunder on a full-time basis and shall devote all necessary time and attention to the furtherance of the business and interests of the Company, and shall perform her Duties diligently and promptly for the benefit of Company, strictly and faithfully upholding the Company's policies. Notwithstanding During her engagement hereunder, Employee shall not, without prior written consent of the aboveboard of directors, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving undertake or accept any other paid or unpaid employment, occupation or services as a director consultant or member of a committee of otherwise, or engage in or be associated with, directly or indirectly, any charitable other businesses, duties or pursuits, including without limitation, any academic occupation except for strictly de-minimis non-commercial or non-profit organizationbusiness activities, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the adequate performance of the Executive’s duties and Employee's obligations to the Companyhereunder.

Duties. The (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve under 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 Board. Such duties shall include, without limitation, the following: (i) Chief Financial Officer. The primary duties and shall exercise responsibilities of the Chief Financial Officer consist of the following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all duties commonly performed by an executive aspects of a publicly traded company 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 same 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 a comparable position. The Executive shall comply with all applicable laws operations and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsfinancial status, and shall faithfully serve such further responsibilities as are delegated to Executive by the best interests President and Chief Executive Officer of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Corporation. (b) Executive shall devote all of the Executive’s full business substantially her entire professional time, attention and skill energy exclusively to the business and affairs of the Company Corporation and its Affiliates. The Chief Executive Officer subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall review not during the performance term of the Executive on at least an annual basis. The Executive will not engage her employment hereunder be engaged 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 will perform faithfully its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the duties Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which may be assigned she now serves and which has been disclosed to the Executive from time Corporation in writing or, subject to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationfrom accepting employment to additional board of directors, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in provided that such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the Executive’s duties term 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 obligations to its affiliates without obtaining the Companyprior written consent of the Board, including, without limitation, the 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 connection with her employment under this Agreement.

Duties. The Executive shall serve under perform the direction duties of Chairman of the Board of Directors and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Chief Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Officer of the Company during the Period of Employment. During the Period of Employment and except for illnessCompany, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively subject to the business and affairs powers by law vested in the Board of Directors of the Company and its Affiliatesin the Company’s shareholders. The Chief duties of Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive changed from time to time by the Board or the Chief mutual consent of Executive Officer of the and Company that are consistent with the provisions without resulting in a rescission of this Agreement. Notwithstanding any such change from the duties specified above, nothing or hereafter assigned, the employment of Executive shall be construed as continuing under this Agreement; provided, however, any material changes in this Agreement Executive’s duties, without Executive’s consent, shall preclude be construed as a termination of Executive without cause. Without limiting the foregoing, Executive also agrees to hold the position of 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, Executive shall perform the services herein contemplated to be performed by Executive faithfully, diligently, and to the best of Executive’s ability, consistent with the highest and best standards of the banking industry and in compliance with all applicable laws and the Company’s Articles of Incorporation, Bylaws, and internal written policies. The time devoted by Executive to such services shall be appropriate in light of the nature and scope of Executive’s services as reasonably determined by the Board of Directors of the Company and Executive from devoting time during reasonable periods required for: 3.2.1to time. Serving Executive shall also be nominated by the Boards of Directors of the Company and the Bank to serve as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with Company and the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing Bank during the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyTerm.

Duties. The Executive Company shall serve employ the Employee as Senior Vice President and General Counsel and the Employee accepts employment with the Company on the terms and conditions set forth in this Agreement. The Employee agrees to devote her full time and attention (reasonable periods of illness excepted) to the performance of her duties under the direction this Agreement. In general, such duties shall consist of the duties and responsibilities described on Schedule A to this Agreement and such other duties as the Board and shall exercise all of Directors of the Company (the “Board”) may determine so long as such duties commonly performed by an are not materially inconsistent for a similarly situated executive of a publicly traded company with the same or a comparable positionpublic company. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn performing such duties, the Executive Employee shall devote all of the Executive’s full business time, attention and skill exclusively be subject to the business direction and affairs control of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that are consistent in all aspects of such employment, the Employee shall comply with the provisions reasonable policies, standards, and 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. The devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall not be deemed a breach of this Agreement, provided that such activities are approved by the Board in writing (for the purposes of this paragraph, the term “personal investment, outside business or charitable activities” shall not include passive investment by the Employee of her personal assets which investment shall be deemed not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the aboveforegoing, nothing the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement shall preclude Agreement; provided that the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of Board may review such activities on an annual basis and if the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in Board determines that such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments activities are made. The above activities will be allowed as long as they do not materially affect or interfere interfering with the performance of her duties hereunder and so notifies the Executive’s duties and obligations to Employee in writing, the CompanyEmployee shall terminate such activities within 60 days of such notice.

Duties. The (a) During the term of this Agreement, the Executive shall serve under be employed in the direction position set forth in Exhibit A and shall, unless prevented by incapacity, devote 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 Board Company (the "Board"), the Chief Executive Officer, and shall exercise all the President, such duties commonly performed by an executive of a publicly traded company to be consistent with the same or a comparable his position. The Executive shall comply with all applicable laws and regulationsobey the lawful directions of the Board, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsChief Executive Officer, and the President and shall faithfully serve use his diligent efforts to promote the best interests of the Company during and to maintain and promote the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the reputation thereof. (b) The Executive shall devote all not during his term of the Executive’s full business time, attention and skill exclusively to the business and affairs employment (except as a representative of the Company and its Affiliates. The Chief Executive Officer shall review or with the performance consent in writing of the Executive on at least an annual basis. The Executive will not engage Board) be directly or indirectly engaged or concerned or interested in any other business activity, and will perform faithfully except through ownership of an interest of not more than 2% in any entity, provided it does not impair the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall not be prohibited from serving in the operation or affairs of the business entities various leadership capacities in which those investments are madecivic, charitable and professional organizations. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties Executive recognizes that his primary and obligations 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 in Hauppauge, New York, except for required travel on the Company's business.

Duties. The (a) During the term of this Agreement, the Executive shall serve under be employed in the direction position set forth in Exhibit A and shall, unless prevented by incapacity, devote all of his/her business time, attention and ability during normal corporate office business hours to the discharge of 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 his/her by the Board of Directors of the Board Company (the "Board"), the President and shall exercise all Chief Executive Officer of the Company and any other senior executive officer of the Company, such duties commonly performed by an executive of a publicly traded company to be consistent with the same or a comparable his/her position. The Executive shall comply with all applicable laws obey the lawful directions of the Board, the Company's President and regulations, as well as all applicable Chief Executive Officer and any other senior executive officer of the Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve use his/her diligent efforts to promote the best interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during the Period term of Employment. During the Period of Employment and employment (except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs a representative of the Company and its Affiliates. The Chief Executive Officer shall review or with the performance consent in writing of the Executive on at least an annual basis. The Executive will not engage Board) be directly or indirectly engaged or concerned or interested in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer except through ownership of the Company an interest of not more than 2% in any entity that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest does not compete with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing , provided it does not impair the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part 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 the operation or affairs of the business entities various leadership capacities in which those investments are madecivic, charitable and professional organizations. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties Executive recognizes that his/her primary and obligations paramount responsibility is to the Company. (d) The Executive shall be based in the Hauppauge, New York, except for required travel on the Company's business.

Duties. The Executive Employee’s duties shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive 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 the Chief Executive Officer capacities with respect to any subsidiary or affiliate of the Company that are consistent with to which he may be elected, assigned or appointed. Employee shall devote substantially all of his time and attention to the provisions performance of this Agreementhis duties and responsibilities for and on behalf of the Company except as set forth herein, or as may be consented to by the Company. In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the business. Notwithstanding anything to the abovecontrary herein, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving Employee from: (i) serving as a director or member of the board of directors or advisory board (or their equivalents in the case of a committee non-corporate entity) of any charitable or non-profit philanthropic organization, separate from the Company; (ii) engaging in charitable, community or with prior approval of the Board, philanthropic activities or any other for-profit organizationactivities or (iii) serving as an executor, trustee or in each case involving no actual or potential conflict of interest with a similar fiduciary capacity; provided, that the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive activities set out in the operation foregoing clauses shall be limited by Employee so as not to affect, individually or affairs of in the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect aggregate, or interfere with the performance of the ExecutiveEmployee’s duties and obligations to responsibilities hereunder, without the consent of the Company. During Employee’s employment with the Company, Employee shall be governed by, subject to, and be in compliance with all Company policies, procedures, guidelines, practices, rules and regulations applicable to employees generally (“Company Policies”), including without limitation, the 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 terms of such Company Policies shall be considered a breach of the terms of this Agreement.

Duties. The During the term of this Agreement, the Executive 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 serve under the direction of the Board render such managerial, administrative and other services as are customarily associated with or incident to such position and shall exercise all perform such other duties commonly performed by an executive of a publicly traded company and responsibilities for the Corporation as the Corporation may reasonably require, consistent with the same or a comparable such position. The Executive shall comply with all applicable laws and regulationsdevote a substantial portion of his business time, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsenergy, and shall faithfully serve skill to the best interests affairs of the Company during Corporation as the Period Executive shall report to the Corporation's board of Employmentdirectors. During The Corporation shall not appoint any individual to whom the Period Executive shall report, or who shall have the right to supervise the Executive, provided, however, that the Corporation's board of Employment directors may appoint one or more members of the 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 except for illnessduties are diminished or reduced, incapacityor include powers, reasonable vacation 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 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 holiday periodsupon thirty days notice, and as provided belowthat such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Executive within said thirty day period, the Executive shall devote all of have the Executive’s full business time, attention and skill exclusively right to terminate the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activityemployment relationship, and will perform faithfully in such event, the duties which may employment shall be assigned deemed to the Executive from time to time have been terminated by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyCorporation without cause.

Duties. The Executive shall serve under Employee hereby agrees to perform such duties as are customarily associated with and incidental to the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, position described in Section 2 and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive him/her from time to time by the Board or the Chief Executive Officer employees of the Company that are consistent with to whom Employee is responsible. (a) Employee shall devote substantially all his/her full business time and efforts to the provisions business and interest of the Company. (b) During the term of this Agreement. Notwithstanding the above, nothing Employee shall not engage in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, activity that would be inconsistent with such duties or with prior approval the objectives and business of the BoardCompany and shall diligently perform his/her obligations and discharge his/her duties under this Agreement. (c) If Employee desires to participate in any outside business, any other for-profit organizationhe/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 for the Employee to serve on professional, civic or charitable boards or committees, so long as such activities are disclosed to the Company, and, in each case involving no actual or potential conflict the reasonable discretion of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they General Counsel from time-to-time, do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties and obligations to for the Company. (d) Employee acknowledges the receipt of the Company’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. The Employee shall be employed by the Company to serve as the Chief Executive shall serve under the direction Officer of the Board and shall exercise all duties commonly performed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Group (the “▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Group”), which is an executive operating group of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsCompany’s parent, as well as all applicable Company policies and proceduresOxford Industries, including the Code of Business Conduct and EthicsInc. (“Oxford”), and shall faithfully serve have such responsibilities, duties and authorities consistent with an Employee at his level as are assigned to him by the best interests 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 Company’s policies and the laws and regulations that apply to the Company’s operation and administration. Other than during the Period of Employment. During the Period of Employment and except for illnessany vacation, incapacitysick or personal time provided to Employee, reasonable vacation and holiday periods, and as provided below, the Executive Employee shall devote all of the Executive’s his full business time, time and attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review not be engaged in, or employed by, any other business enterprise; provided, however, that notwithstanding the performance 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 at least an annual basis. The Executive will not engage in boards, committees or similar bodies of any other business activityentity 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 will perform faithfully as an officer of the duties which may be assigned entity listed therein to the Executive 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 by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyhis duties.

Duties. (a) The Executive shall agrees to serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The as Executive shall comply with all applicable laws and regulationsVice President, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Chief Human Resources Officer of the Company during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of 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 full position(s). The Executive agrees to devote substantially all her business time, attention attention, and skill exclusively services to the business and affairs of the Company and its Affiliatesaffiliates and to perform her duties to the best of her ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activity, and will perform faithfully accept directorships on the duties which may be assigned to board of directors of for-profit corporations without the Executive from time to time by the Board or prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out her responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that she has accepted such a non-profit directorship. (b) If the Company that are consistent and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement only until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as she shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer.

Duties. The As Executive shall serve under the direction Vice President and Chief Resource Officer of the Board Company, the Employee shall: (a) have such management, supervisory and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable operational functions as are customary to such position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve such other powers, functions and duties as may be assigned to the best interests Employee by the Board of Directors or Chief Executive Officer of the Company during the Period of Employment. During the Period of Employment and except for illnessCompany; and (b) diligently, incapacity, reasonable vacation and holiday periodscompetently, and as provided below, the Executive shall devote faithfully perform all of the Executiveduties 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 attention, energies, and skill exclusively effort to the business and affairs of the Company Company; (e) achieve the results and its Affiliatesother 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 Chief Executive Officer Employee shall review not, during the performance term of the Executive on at least an annual basis. The Executive will not this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will perform faithfully the duties which may be assigned not require any business services on Employee’s part to the Executive from time to time by the Board any third party or the Chief Executive Officer of the Company that are consistent conflict with the provisions of this AgreementSection 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 Company or its affiliates, including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or its affiliates. Notwithstanding anything to the abovecontrary herein, nothing in the parties acknowledge and agree that the Employee shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any subsidiary or affiliate of the Company as the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall preclude be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director Company had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or member of a committee other remuneration of any charitable kind whatsoever from such subsidiary or non-profit organization, or with prior approval affiliate of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The (a) Executive shall serve under SCC as Chief Financial Officer and agrees to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such position(s), and any other duties as may be assigned to Executive by the board of directors of SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), from time to time. Executive will be responsible for managing the financial actions of the Company, subject to the supervision and direction of the Board or such Designated Supervisor(s). (b) As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall exercise all duties commonly performed by an executive be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a publicly traded company with the same or decision not to stand for reelection. (c) Executive agrees to perform his/her duties in a comparable position. The Executive shall comply with all applicable laws and regulationsdiligent, as well as all applicable Company policies and procedurestrustworthy, including the Code of Business Conduct and Ethicsloyal, businesslike, productive, and shall faithfully serve efficient manner and to use his/her best efforts to advance the best interests business and goodwill of the Company during the Period of EmploymentCompany. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall agrees to devote substantially all of the Executive’s full his/her business time, skill, energy and attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activitybusiness, and will perform faithfully profession, or occupation for compensation or otherwise which would conflict or interfere with the duties which may be assigned to performance of such services either directly or indirectly without the Executive from time to time by the Board or the Chief Executive Officer prior written consent of the Company that are consistent with the provisions of this AgreementBoard. Notwithstanding the aboveforegoing, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationwill be permitted, or with the prior approval written consent of the Board, to serve as a director, trustee, committee member, or principal of any other for-profit organizationtype of business, in each case involving no actual civic, or potential conflict of interest with charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or Board, interfere with the performance of the Executive’s duties and obligations responsibilities to the CompanyCompany as provided hereunder.

Duties. The Executive shall serve under (a) Throughout the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowPeriod, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company reporting directly to the Board of Directors of the Company (the “Board”), and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The executive shall also act as the Chief Technology Officer. The Executive shall at all times comply with all written Company policies applicable to him. During the Employment Period, the Company shall also nominate the Executive for re-election as a member of the Board. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his duties hereunder. (b) Throughout the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. 4915-0600-1968.1 (c) Executive shall devote substantially all of his business time to the affairs of the Company; provided, however, that are consistent with anything herein to the provisions of this Agreement. Notwithstanding the abovecontrary notwithstanding, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or (i) with the prior approval written consent of the Board, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other for-profit organization, in each case involving no actual or potential conflict of interest with activities approved by the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activitiesBoard; or 3.2.4. Investing provided that the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The activities described above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations responsibilities to the CompanyCompany as provided hereunder.

Duties. The Executive During the Term of this Agreement: (a) Employee shall serve under hold the direction office of President of Employer or such other position of comparable or higher authority and responsibility within Employer or any of its affiliated entities as shall be mutually agreeable. Such services shall be provided at the Employer's office located in Lakewood, Colorado or such other location of the Board Employer's office as Employer shall reasonably designate, although Employee shall travel as reasonably necessary to perform his duties. Employee shall have the powers and shall exercise all duties commonly performed by an executive of a publicly traded company authority customarily associated with the same or a comparable such position. The Executive Employee shall comply assume such other responsibilities consistent with all applicable laws and regulationshis position as President of Employer, as well as all applicable Company policies may be assigned to him from time to time by the President and procedures, including Chief Executive Officer of GTS Duratek or another executive officer designated by the Code President and Chief Executive Officer of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive GTS Duratek. (b) Employee shall devote all of the Executive’s his best efforts and full business time, attention and skill exclusively working time to the business and affairs of the Company Employer, except that Employee shall be allowed reasonable vacations and its Affiliates. The Chief Executive Officer shall review reasonable leaves of absence, due to illness or incapacity that does not constitute a Long-Term Disability (as hereinafter defined), in accordance with the performance established policies of the Executive on at least an annual basisEmployer. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing Nothing in this Agreement shall preclude the Executive Employee from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organizationengaging in charitable, or with prior approval of the Boardprofessional, any other for-profit organizationand community activities, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as so long as they such activities do not materially affect interfere with, conflict, or interfere with impair the proper performance of Employee's duties hereunder or Employer's business or reputation. (c) Employee shall not receive compensation, other than honoraria, for services rendered to any Person other than the Executive’s duties Employer during the Term of this Agreement. As used herein, the term "Person" shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and obligations to the Companyother entities, governments, agencies, and political subdivisions.

Duties. (a) The Executive Employee shall serve under perform the direction following duties in connection with his employment, all of which shall be subject to the paramount directions of the Board of Directors: (i) To serve as "President" of the Company; and (ii) To assist the Company in its business affairs and shall exercise all duties commonly performed by an executive scientific dealings relating to the development, testing, registration, manufacturing, licensing, marketing, and selling of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationspharmaceutical products, as well as all applicable Company policies in the Company's dealings with other companies, its regulatory affairs, banking and proceduresother financial institutions and other groups and institutions; and (iii) To undertake such specific assignments, including the Code of Business Conduct consistent with his office and Ethicsposition, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned given to the Executive him from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for:Directors; and 3.2.1. Serving (iv) To continue to serve as a director or member of the Company, and then as, if and when so re-elected to continue to serve as a committee director of the Company, and also if so elected, to serve as a director of any charitable subsidiary or nonaffiliate of the Company. (b) Employee shall devote his best efforts and skills to the affairs of the Company, and to the performance of the duties set forth in this Article 5, on a substantially full-profit organizationtime basis. The Employee shall not participate in any outside business activity that will either (i) interfere with, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential (ii) be a conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties Employee's duties, activities and obligations employment pursuant to this Agreement. The foregoing notwithstanding, the Employee has disclosed to the CompanyCompany his other outside business interests ("Outside Business Interests") which are listed on Schedule "1" hereto and the Company with this full knowledge has consented to the Employee's continuance thereof. Moreover, the Company agrees to permit the Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be disclosed and are added to Schedule "1" prior to their being commenced. The Employee may also invest his assets and devote such reasonable time as is necessary to do so, so as to manage, protect and support the profitability of those invested assets.

Duties. 2.1. The Employee agrees to assume such duties and responsibilities as may be consistent with the position of the Executive shall serve under the direction Vice President and Vice Chairman of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time Employee by the Board or the Chief Executive Officer of the Company that are consistent with or by the by-laws of the Company from time to time. In addition to the duties described in the preceding sentence, the Employee shall be a member of the Company’s executive management team, shall be in charge of the Company’s bank Affiliates and shall be a member of a three (3) person merger and acquisition team headed by the Chairman of the Board and including the Chief Financial Officer of the Company. The Employee shall also be a member of the Company’s Asset/Liability Management Committee. The chief executive officers of the Company’s bank Affiliates shall directly report to the Employee. No change in the duties of the Employee shall in any way diminish the compensation payable to him pursuant to the provisions of paragraph 4 hereof. 2.2. The Employee agrees to devote his full time, skill, attention and energies and his best efforts to the performance of his duties under this Agreement, consistent with practices and policies established from time to time by the Company. Notwithstanding The Employee agrees, in addition to the abovecovenants concerning Non-Competition contained in paragraph 15, nothing that he shall not engage in this Agreement shall preclude any other business activity (including, without limitation, participation by the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of Employee on any charitable unaffiliated profit or non-profit organization, or with board of directors) except: (i) upon the prior approval written notice to and consent of the Board, or (ii) solely as an investor in real or personal property, the management of which shall not detract from the performance of his duties hereunder; provided, however, that the engagement by the Employee in any other for-profit organization, such business activity shall at all times be in each case involving no actual or potential conflict of interest conformity with the Company; 3.2.2’s Code of Ethics, as the same may be amended or supplemented from time to time. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing Notwithstanding anything herein to the Executive’s personal assets in investments or business entities in contrary, the Employee shall terminate any such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to activity upon reasonable request by the Company.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowTerm, the Executive shall devote all of the Executive’s full business time, attention energies and skill exclusively talents to serving as the business Treasurer and affairs Chief Financial Officer of the Company and its Affiliates. The the Executive Vice President – Treasurer and Chief Financial Officer of the Bank at the direction of the Company’s President / Bank’s Chief Executive Officer shall review the performance of the Executive on at least an annual basis(“CEO”). The Executive will not engage in any other business activity, shall have such duties and will perform faithfully the duties which responsibilities as may be assigned to the Executive from time to time by the Board or CEO, which duties and responsibilities shall be commensurate with the Chief Executive’s position, shall perform all duties assigned to the Executive Officer faithfully and efficiently, subject to the direction of the Company that CEO, and shall have such authorities and powers as are consistent with inherent to the undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Executive hereunder. Notwithstanding the foregoing provisions of this Agreement. Notwithstanding Section 2, during the aboveTerm, nothing in this Agreement shall preclude the Executive from devoting may devote reasonable time during reasonable periods to activities other than those required for: 3.2.1. Serving as a director or member under this Agreement, including activities of a committee of any charitable charitable, educational, religious or non-profit organizationsimilar nature (including professional associations) to the extent such activities do not, or with prior approval in the reasonable judgment of the BoardCEO, any other for-profit organizationinhibit, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or prohibit, interfere with the performance of or conflict with the Executive’s duties under this Agreement or conflict in any material way with the business of the Employer or an Affiliate; provided, however, that the Executive shall not serve on the board of directors of any business (other than the Employer or an Affiliate) or hold any other position with any business without receiving the prior written consent of the CEO. For purposes of this Agreement, “Affiliate” means each company, corporation, partnership, Financial Institution or other entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Employer, where “control” means (i) the ownership of fifty-one percent (51%) or more of the voting securities or other voting or equity interests of any corporation, partnership, joint venture or other business entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and obligations to the Companypolicies of such corporation, partnership, joint venture or other business entity.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. (a) During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowContract Term, the Executive shall devote all of serve as the Executive’s full business time, attention President and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Company. In such capacity, the Executive on at least an annual basis. The Executive will not engage shall perform such duties and shall have such responsibilities as are set forth in any other business activitythe By-laws and such additional duties and responsibilities, commensurate with his position and will perform faithfully the duties which title, as may be determined and assigned to the Executive from time to time by the Board of Directors. Notwithstanding the above, the Executive shall not be required to perform any duties and responsibilities which would be likely to result in a non-compliance with or violation of any applicable law or regulation. The Executive shall report solely and directly to the Board of Directors; all other officers and other employees of the Company shall report directly to the Executive or the Executive’s designees. No other employee of the Company or any subsidiary shall have authority and responsibilities that are generally equal to or greater than those of the Executive. (b) The Executive accepts such employment and hereby agrees to serve the Company faithfully, industriously and to the best of his ability in such capacities, with undivided loyalty, devoting substantially all of his business time, attention, knowledge, energy and skills to such employment as President and Chief Executive Officer of the Company that are consistent with except during vacation not to exceed three weeks in any 12-month period and except as otherwise provided in the provisions of this Agreementfollowing sentence. Notwithstanding the aboveHowever, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required formay engage in the following additional activities: 3.2.1. Serving (i) continuing through a controlled corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., to manage American Licensing Group Limited Partnership, subject to the restrictions contained in Section 11(h); (ii) serving as a director of not more than four business corporations in addition to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. that do not engage in the Business of the Company, including service as nonmanagement chairman of the board or member chairman of one or more committees of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Companyboard; 3.2.2. Delivering lectures (iii) overseeing personal and fulfilling speaking engagements; 3.2.3. Engaging family investments in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets a manner in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of which the Executive does not actively operate portfolio companies in the operation or affairs ordinary course of the business entities business; and (iv) engaging in which those investments are made. The above local, national and international charitable, relief, human rights, civic, religious, military and related activities will be allowed as long as they do not materially affect or interfere with the performance on behalf of private organizations and governmental agencies; provided, however, that the Executive’s duties and obligations responsibilities as President and Chief Executive Officer of the Company shall take precedence over his other activities except for not more than 45 consecutive days of military service in the event he is called to active duty in the Companyarmed forces of the United States or any other country.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Executive Officer and President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall serve under the direction Company in such position in conformity with the provisions of this Agreement, directives of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Directors of the Company (the “Board”) 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. During Executive shall have duties and authority consistent with Executive’s position as Chief Executive Officer and shall report to the Board (the “Reporting Relationship”). (b) Throughout the Period of Employment and except for illnessEmployment, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business his time, attention energy, and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of his duties for the Executive on at least an annual basis. The Executive will not engage in any Company, vacations and other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of leave authorized under this AgreementAgreement excepted. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing affairs, (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments (but not be involved in the Executive’s personal assets in investments or business entities in day-to-day operations of any such form or manner that will not violate this Agreement or require services business), and (iii) serve on the part board of the Executive directors of any non-competing business or businesses; provided, in each case, and in the operation or affairs of the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties hereunder, and obligations further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the outstanding shares of such publicly traded competing business. (c) Executive hereby represents to the CompanyCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. The (a) Executive shall is employed by HRB to serve under as the President, H&R Block International of Block subject to the authority and direction of Block's Board of Directors (the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations"Board"), as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of Block, and the Company that Chief Operating Officer of Block. Subject to the foregoing, the Executive shall have such authority and responsibility and duties as are consistent normally associated with the principal officer of an operating segment of Block. (b) So long as he is employed under this Agreement, Executive agrees to devote his full business time and efforts exclusively on behalf of HRB and Block and to competently and diligently discharge his duties hereunder. Executive shall not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with his full-time employment hereunder and which do not violate the other provisions of this Agreement. Notwithstanding Executive may, following approval by the aboveBoard of Directors of Block, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as become a director or member of the board of directors of a committee of any charitable "for-profit" corporation or non-profit organization, or with prior entity. Such approval of will not be unreasonably withheld by the Board, any other for-profit organizationbut such approval may be withheld if the Board reasonably determines that such activity conflicts with Executive's duties hereunder, either in each case involving no actual terms of Executive's time to be devoted thereto or potential conflict in terms of interest the relationship of such corporation's or entity's business to the present or future business then conducted or proposed to be conducted by Block and its subsidiaries, whether or not such business is directly competitive with the Company; 3.2.2business of Block. Delivering lectures Executive shall comply fully with all reasonable policies of HRB and fulfilling speaking engagements; 3.2.3. Engaging Block as are from time to time in charitable effect and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations applicable to the Companyhis position.

Duties. The (a) Executive shall perform such duties and functions consistent with his position as Senior Vice President, Chief Financial Officer 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 under as a director of the direction Company without further compensation. (b) At the request of the Board and of Directors, Executive shall exercise all duties commonly performed by serve, without further compensation, as an executive officer, corporate officer and/or director of a publicly traded company with any subsidiary or affiliate of the same or a comparable position. 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, Executive shall devote substantially all applicable laws of his professional time and regulationsattention (vacation time and absences for sickness excepted) to the business of the Company, as well as all applicable Company policies necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and procedures, including to the Code best of Business Conduct and Ethicshis ability. Notwithstanding anything herein to the contrary, and shall faithfully serve subject to the best interests foregoing, Executive may engage in other professional activities so long as such activities do not unreasonably interfere with Executive's performance of the Company during the Period of Employment. During the Period of Employment his duties hereunder and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, do not violate Section 10 hereof. (d) The principal location at which the Executive shall devote all of perform his duties hereunder shall be at the Executive’s full business timeCompany's offices in Canton, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on Massachusetts or at least an annual basis. The Executive will not engage in any such other business activity, and will perform faithfully the duties which location as may be assigned to the Executive designated from time to time by the Board or the Chief Executive Officer of Directors of the Company that are consistent with the provisions of this AgreementCompany. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude perform such services temporarily at such other locations as may be required for the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the proper performance of the Executive’s his duties hereunder, and obligations to the CompanyExecutive recognizes that such duties may involve travel.

Duties. The Executive (a) During the term of employment hereunder, including any Renewal Term hereof, Employee shall serve under serve, and the direction Company shall employ Employee, as the Chief Financial Officer, with such duties, title and responsibilities of a similar or greater nature and stature as established standards in the industry. Employee also shall perform such other services and duties consistent with the office or offices in which Employee is serving and its responsibilities as from time to time shall be prescribed by the Board of Directors, and Employee also shall serve, if elected, as an officer and/or director of any of the Company's subsidiaries, in all cases in conformity to the bylaws and the policies of the Board of Directors of each such corporation. (b) Employee shall be required to devote substantially all his business time and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company energies during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full normal business time, attention and skill exclusively hours to the business and affairs of the Company and its Affiliatessubsidiaries. (c) Employee shall cooperate with the Company, including taking such medical examination as the Company reasonably shall deem necessary, if the Company shall desire or be required (such as pursuant to the terms of any bank loan or any agreement for merger, sale or purchase or any Company medical, disability or life insurance plan) to certify in writing the current state of Employee's physical health. The Chief Executive Officer Where reasonably possible, the Company shall review cooperate with Employee's request to have such examinations performed by his personal physician or another physician reasonably acceptable to Employee. (d) Employee shall be subject to the performance Company's rules, practices and policies applicable to the Company's senior executive employees, except to the extent the same are inconsistent with any of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the express provisions of this Agreement. Notwithstanding . (e) Employee shall not be required to relocate outside the aboveOrlando, nothing Florida area in order to perform his duties under this Agreement but shall preclude the Executive from devoting time during undertake such reasonable periods required for: 3.2.1. Serving business travel as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in may be necessary to perform said duties (for which those investments are made. The above activities will Employee shall be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations reimbursed pursuant to the CompanySection 7 below).

Duties. The (a) Executive shall is employed by the Company to serve under as the Senior Vice President and Chief Information Officer of H&R Block, Inc., a Missouri corporation ("Block") and the indirect parent corporation of the Company, subject to the authority and direction of the Board of Directors of Block and shall exercise all the Executive Vice President of Block. Subject to the foregoing, Executive will have such authority and responsibility and duties commonly performed by an executive of a publicly traded company as are normally associated with the same or a comparable positionposition of Senior Vice President and Chief Information Officer. The Company reserves the right to modify, delete, add, or otherwise change Executive's job responsibilities, in its sole discretion, at any time. Executive shall comply with all applicable laws and regulationswill perform such other duties as are assigned to Executive from time to time. (b) So long as Executive is employed under this Agreement, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall agrees to devote all of the Executive’s 's full business time, attention time and skill efforts exclusively to the business and affairs on behalf of the Company and its Affiliatesto competently and diligently discharge Executive's duties hereunder. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage be prohibited from engaging in any such personal, charitable, or other business activitynonemployment activities that do not interfere with Executive's full-time employment hereunder and that do not violate the other provisions of this Agreement or the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive acknowledges having read and understood. Executive will perform faithfully comply fully with all reasonable policies of the duties which may be assigned to the Executive Company as are from time to time by in effect and applicable to Executive's position. Executive understands that the Board business of Block, the Company, and/or any other direct or the Chief indirect subsidiary of Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving to submit to background investigation as a director condition of Block, the Company, and/or Affiliates' participation in certain activities subject to such regulation. If Executive, Block, the Company, or member of a committee Affiliates are unable to participate, in whole or in part, in any such activity as the result of any charitable action or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services inaction on the part of Executive, then this Agreement and Executive's employment hereunder may be terminated by the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyCompany without notice.

Duties. The Executive shall serve under have such duties as may be assigned to Executive from time to time by the direction CEO of the Project, Board of Directors of Nevada Property 1, LLC (the “Board”) or such other person or entity as designated from time-to-time by Deutsche Bank AG. Executive is also required to read, review and shall exercise observe all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsEmployer’s policies, as well as all applicable Company policies and procedures, including rules and regulations in effect from time to time during the Executive’s employment that apply to employees of the Employer, including, without limitation, the Code of Business Conduct and Ethics, and as amended from time to time (a current version of which is attached as Exhibit A). Executive shall devote Executive’s full-time working time to the performance of Executive’s duties hereunder, shall faithfully serve the Employer, shall in all respects conform to and comply with the lawful directions and instructions given to Executive the CEO of the Project, the Board or such other person or entity designated from time-to-time by Deutsche Bank AG. Executive shall use Executive’s best efforts to promote and serve the interests of the Company during Employer and the Period of EmploymentProject. During the Period of Employment and except for illnessFurther, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all not, directly or indirectly, render services to any other person or organization without the consent of the Employer or otherwise engage in activities that would interfere with Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the faithful performance of the Executive’s duties hereunder; provided, however, that Executive may serve on at least an annual basis. The Executive will not civic or charitable boards or engage in any other business activitycharitable activities without remuneration if doing so is not inconsistent with, and will perform faithfully the duties which may be assigned or adverse to, Executive’s employment hereunder. Executive shall report directly to the Executive from time to time by the Board or such other entity as designated by Deutsche Bank AG. Initially, Executive’s immediate supervisor shall be ▇▇▇▇ ▇▇▇▇ but it is expected the Chief Executive Officer will report to the CEO of the Company that are consistent with Project once the provisions of this AgreementCEO begins employment. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.CONFIDENTIAL 3

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. (a) During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowTerm, the Executive shall devote all of the Executive’s full business time, attention be employed as Chairman and skill exclusively to the business and affairs Chief Executive Officer of the Company and its Affiliatesshall be in charge of and responsible for the general and supervisory duties normally and customarily attendant to such office in a business entity of the size and type of the Company as such duties may be reasonably defined by the Board of Directors of the Company (the "Board"). Executive shall also render such other lawful services, and exercise such powers, which are from time to time reasonably requested of him, assigned to him or vested in him by the Board and which are commensurate with his position. (b) The Chief Executive Officer shall review the performance duties of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive changed from time to time by the Board or the Chief Executive Officer of the Company that are consistent Board, provided that, except as permitted in accordance with the provisions of this Agreement. Notwithstanding the aboveSection 7(d) hereof, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for:shall not be given duties unrelated to, or not generally associated with, the executive level of his position immediately prior to such change. 3.2.1(c) The Executive will, to the best of the Executives abilities, in good faith and with integrity, devote his full time, attention, energy and skill to the fulfillment of his duties hereunder. Serving The foregoing, notwithstanding, the Executive will be permitted to own, as a director or member an inactive investor, securities of a committee corporation whose equity securities are registered under Section 12b or 12g of the Exchange Act, so long as his beneficial ownership in any one such corporation shall not in the aggregate constitute more than five percent (5%) of any charitable or non-profit organization, or with prior approval class of equity securities of such corporation. (d) The Executive will be subject to such policies and procedures as are from time to time established for employees of the BoardCompany generally, any other for-profit organization, in each case involving no actual except to the extent that such policies or potential conflict procedures are contrary to the terms of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on are inconsistent with the part of Executive's position and duties. (e) It is hereby acknowledged that, subject to Paragraph 9 hereof, the Executive may either presently, or in the operation future, be involved in charitable or affairs of the business entities in which those investments are made. The above community activities will be allowed as so long as they such other activities do not materially affect or unreasonably interfere with the performance by the Executive of his duties hereunder and do not require more than five percent (5%) of his time during working hours. (f) Except as herein provided, the Company shall not require the Executive to relocate his residence out of the greater Kansas City area in the performance of his duties; provided, however, that the Company shall not be deemed to have required a relocation of his residence in the event the Company would require the Executive to perform his normal duties outside of the greater Kansas City area for less than six months in any calendar year. In the event the Executive is required to relocate beyond 150 miles from the city limits of Kansas City, Kansas, the base compensation of the Executive as set forth in Section 4(a) hereof shall be increased at the reasonable discretion of the Board to the extent necessary to reflect a material increase in the cost of living related to the relocation. In addition, upon any relocation required by the Company, the Company shall reimburse the Executive for all out of pocket expenses incurred by the executive reasonably related to the relocation including but not limited to such expenses as those related to transportation of personal effects, closing costs for a new residence, brokerage fees with respect to the sale of the existing residence, and reasonable hotel accommodations during that period of time reasonably necessary to locate a new residence. In the event that the Executive should fail to close on the sale of his existing residence within a period of six (6) months following the month in which the Company shall have requested the Executive to relocate, the Company, at the request of the Executive’s duties , shall purchase such residence from the Executive, on or before the last day of the ninth (9) month following the month in which relocation was requested, for the fair market value of such residence. Fair market value" shall be determined as the average between two appraisals, one obtained from a real estate brokerage firm chosen by the Company and obligations to one by a firm chosen by the CompanyExecutive; both real estate firms shall be prominent firms generally recognized in the immediately surrounding geographic area.

Duties. The Executive A. Employee shall serve under during the direction course of his employment as Executive Vice President and General Counsel, being primarily responsible for (i) supervision and management of the Board Company’s in-house legal department and (ii) selection and supervision of outside counsel. In such capacity the Employee shall exercise all duties commonly performed perform the functions assigned and have the authority delegated to him, consistent with his position and the terms of this Agreement, by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the ExecutiveCompany’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review or Board of Directors (the performance of “Board”) from time to time. B. Employee agrees to devote the Executive on at least an annual basistime and attention necessary to fulfill duties for employer hereunder. The Executive Employee agrees that while he is employed by the Company, he will not not, directly or indirectly, engage in any other business activityactivities or pursuits, and will perform faithfully the duties which may be assigned to the Executive from time to time by whether on his own behalf or on behalf of any other person, firm or corporation; provided, however, that nothing herein shall prevent Employee, upon approval of 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 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 term of this Agreement, Employee shall report directly to the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving and serve as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company;’s core executive team. 3.2.2. Delivering lectures D. The Company acknowledges and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner agrees that will not violate this Agreement or require services on the part of the Executive from January 1, 2003 to June 30, 2003, Employee intends to maintain his primary residence in the operation New York metropolitan area. During this period it is anticipated that the Employee will perform services primarily in Company offices in Los Angeles or affairs New York, as reasonable to fulfill his responsibilities hereunder, and subject to such travel as the rendering of services hereunder may require. During this period, Company shall provide Employee with business class travel and hotel accommodations for travel between New York and Los Angeles. On or about July 1, 2003, Employee shall relocate to Los Angles, and Employee shall render services primarily in the business entities in which those investments are made. The above activities will be allowed greater Los Angeles, California area, and subject to such travel as long as they do not materially affect or interfere with the performance rendering of the Executive’s duties and obligations to the Companyservices hereunder may require.

Duties. The 4.1 During the Appointment the Executive shall serve under the direction of be responsible directly to the Board and shall perform such duties and exercise all 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 commonly performed by an executive of a publicly traded company with Chief Executive Officer (or such other capacity as the same or a comparable positionCompany and the Executive shall agree from time to time). The Executive shall comply with all applicable laws unless prevented by ill health, devote the whole of his business time and regulationsattention (subject to clause 4.2.3 below), as well as all applicable Company policies endeavours and procedures, including abilities to promoting the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during and shall not engage in any activity which may be or may become harmful to or contrary to the Period interests of Employmentthe Company. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the The Executive shall devote all of promote the Executive’s full business time, attention and skill exclusively to the business and affairs interests of the Company and its Affiliates. The Chief Executive Officer shall review the performance obey all and any lawful and reasonable directions of the Board. 4.2 During the Appointment the Executive on at least an annual basis. The Executive will shall not engage without the written consent of the Board (such consent not to be unreasonably withheld): 4.2.1 be engaged or interested either directly or indirectly in any capacity in any trade business or occupation whatsoever other business activity, and will perform faithfully than the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer Business of the Company or the Group provided that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive shall not be prohibited from devoting time during reasonable periods required for: 3.2.1. Serving as a director (a) holding whether directly or member indirectly up to 3% of a committee the shares or stock of any charitable class of any company listed on a recognised stock exchange or the Alternative Investment Market or (b) serving in a non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services executive capacity on the part board of the Executive in the operation directors of one or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do more other companies (provided that such activity does not materially affect or interfere with the performance of the Executive’s duties 's obligations under this Agreement); or 4.2.2 pledge the credit of the Company or any Group company other than in the day to 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 time and obligations 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 the 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, to appoint another person to act jointly with the Executive in any capacity in which the Executive may be employed. 4.5 The Company may at any time suspend the Executive from the performance of all or some of his duties, exclude him from any premises of the Company, exclude him from contact with customers, suppliers or employees upon written notice to the Executive (the "Suspension Notice") and may not give any reason for so doing, such suspension or exclusion being limited to all or part of any period of notice given by either party to terminate the Appointment. The Executive's salary and benefits will continue to be payable during such suspension or exclusion until the expiration of the period of notice given by either party to terminate the Appointment. Except for the requirement to work, the Executive's express and implied duties owed to the Company (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. 4.6 The Executive hereby warrants to the Company 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.

Duties. The (a) During the Term, the Executive shall serve under continue to have all responsibilities commensurate with the direction positions of President and CEO in a company the size and nature of the Board Company and shall exercise all duties commonly performed by an executive of a publicly traded company with report directly to the same or a comparable positionBoard. The Executive shall perform such duties and exercise such powers in relation to the business of the Company, or of any Group Company (as defined below), as may from time to time be assigned to or vested in him by the Board consistent with his positions and shall give to the Board such information regarding the affairs of the Company, and of any Group Company, as it shall require and at all times in all respects conform to and comply with all applicable laws the reasonable directions and regulations, as well as all applicable Company policies and proceduresregulations made by the Board. The Executive shall perform such services for any Group Company, including the Code of Business Conduct and Ethicsbut not limited to Montpelier Reinsurance Ltd. (without further remuneration except as otherwise agreed), and shall accept such offices in any such Group Company as the Board may require consistent with his positions and responsibilities with the Company. The Executive shall well and faithfully serve the Company and the Group Companies, and shall use his best interests endeavors to promote, develop and extend their businesses and interests, giving at all times the full benefit of his knowledge, expertise, technical skill and ingenuity. All other senior officers and executives of the Company during and, as applicable, any Group Company, shall, directly or indirectly, report to the Period Executive. For purposes of Employment. During this Agreement, “Group Company” shall mean and include any company which is from time to time a holding company (as defined by Section 86 of the Period Companies ▇▇▇ ▇▇▇▇ (the “Companies Act”), but irrespective of Employment and except for illnesswhether it is a Bermuda company or an overseas company) of the Company, incapacitya subsidiary company (as so defined) of the Company, reasonable vacation and holiday periods, and a subsidiary company (as provided below, so defined) of a holding company (as so defined) of the Company or in which the Company owns at least 50% of the issued share capital. (b) The Executive shall agrees that he will devote substantially all of the Executive’s full his business time, time and attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive Group Companies and that he will not engage engage, directly or indirectly, in any other business activityor occupation during the Term. The Executive may (i) serve on corporate, civic or charitable boards or committees and otherwise engage in charitable and civic activities, and will perform faithfully (ii) engage in personal investment activities on behalf of himself or his family, provided that the duties which may be assigned Executive continues to devote substantially all of his business time and attention to the Executive from time to time by the Board or the Chief Executive Officer affairs of the Company that are consistent with and the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for:Group Companies. 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company(c) [Reserved].

Duties. The During the Employment Period, Executive shall serve under on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the direction Company. Executive shall have the title of Chief Digital and Technology Officer commencing as of the Board Effective Date and shall exercise all duties commonly performed by an executive of a publicly traded company have such duties, authorities and responsibilities as are consistent with the same or customary duties, authorities and responsibilities of such a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except position for illness, incapacity, reasonable vacation and holiday periodsa public company, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Financial Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive designate from time to time while the Executive serves as the Chief Digital and Technology Officer of the Company. While Executive is the Chief Digital and Technology Officer of the Company, Executive will report directly to the Chief Financial Officer. Executive shall devote substantially all of Executive’s business time and attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the 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 boards of directors or the Chief Executive Officer similar bodies of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationorganizations, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in case, so long as such form or manner that will not violate this Agreement or require services on the part of the Executive activities in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they aggregate do not (a) materially affect or interfere with the performance of the Executive’s duties and obligations 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 shareholders of the Company, serving as a member of the Board during the Employment Period.

Duties. The (a) During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Company as are commensurate with the office of Executive Vice President and Chief Operating Officer and shall serve under report directly to the direction President of the Board Company. He shall have such other duties and shall exercise all duties commonly performed by an executive of a publicly traded company with powers as the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests President of the Company during shall assign to him commensurate with the Period office of EmploymentChief Financial Officer, including by way of example but not limitation, similar duties with respect to any of the Company’s Associated Companies. As used in this Agreement, the term “Associated Companies” shall mean any company (i) of which not less than fifty (50%) of the equity is beneficially owned by the Company or (ii) any subsidiary of such company, if any. (b) During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowPeriod, the Executive Employee shall devote all of the Executive’s full his working time during normal business time, attention hours and skill exclusively his best efforts and ability to the business of the Company, shall faithfully and affairs diligently perform the duties of his employment with the Company and shall do all reasonably in his power to promote, develop and extend the business of the Company. (c) During the Employment period, the Employee shall not, except as a representative of the Company and its Affiliates. The or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company; provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not be precluded from devoting a reasonable amount of his time to: (i) serving with the prior approval of the Company’s Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case organization involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above Company; and (ii) managing his personal investments; provided, that such activities will be allowed as long as they do shall not materially affect or interfere with the Employee’s performance of his duties hereunder. (d) The Employee shall be employed at the Executive’s offices of the Company located in Elmwood Park, New Jersey; provided that the Employee acknowledges and agrees that the proper performance of these duties and obligations may make it necessary to spend reasonable periods of time in other parts of the Companycountry.

Duties. The (a) Executive shall serve under the direction of the Board perform such reasonable duties and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, functions as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent may lawfully assign to him, such duties being commensurate with the provisions duties customarily performed by presidents and chief operating officers of this Agreementcompanies, and Executive shall comply in the performance of his duties with the policies of the Chief Executive Officer, the Company Board and the GP Board, and be subject to the direction of the Chief Executive Officer, the Company Board and the GP Board. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of any member of the US Shipping Group without additional compensation and, in the performance of such duties, Executive shall comply with the policies of the board of directors or board of managers of each such entity. Executive shall serve, without additional compensation, as President and Chief Operating Officer of the General Partner, Parent, the Partnership and each subsidiary of the Partnership and the General Partner. (b) During the Employment Term, Executive shall devote all of his business time and attention, reasonable vacation time and absences for sickness excepted, to the 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 abovecontrary, nothing 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 contained in this Section 6 or elsewhere in this Agreement shall preclude the be construed to prevent Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director investing or member of a committee of any charitable or trading in non-profit organizationcompeting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or with prior approval other forms of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyinvestments.

Duties. During the Term of Employment, the Employee shall report to Sunil ------ Kumar or any person ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall designate. ▇▇▇▇▇ ▇▇▇▇▇ and any such officer ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall designate shall be referred to herein as the "Reporting Officer". The Executive shall serve under Employee shall, subject to the direction and control of the Board and shall exercise Reporting Officer, (i) perform all duties commonly which are consistent with (x) duties generally performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs officer of the Company and its Affiliates. The Chief Executive Officer shall review (y) the performance of Employee's manufacturing and/or marketing experience in the Executive on at least an annual basis. The Executive will not engage in any other Company's business activity, and will perform faithfully the duties which (ii) enjoy all powers as may be assigned delegated to the Executive him from time to time by the Board or Reporting Officer; provided, however, that the Chief Executive Reporting Officer shall be -------- ------- entitled to change the scope of the Company that are Employee's duties, and the extent of his responsibilities, in each case consistent with clauses (x) and (y) above, upon reasonable prior notice to the provisions Employee, and no such reassignment or change of duties or responsibilities shall be deemed to be a breach by the Company of the terms of this Agreement. Notwithstanding the aboveThe Employee agrees to devote all his business energy, nothing in this Agreement shall preclude the Executive from devoting attention, skill and time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with to performing his duties and to promoting the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made's interests. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s Employee shall at all times perform his duties and obligations loyally, conscientiously and to the Companybest of his ability. The Employee agrees to comply with all Company policies, rules and regulations now in effect or adopted from time to time during the Employee's Term of Employment. The Employee agrees not to disparage the Company or any products of the Company during the Term of Employment and thereafter.

Duties. The (a) During the period beginning on the Effective Date and continuing through November 18, 2010 (the “Continuation Period”), Executive shall serve under the direction continue as an employee of the Board and Company, but shall exercise all not be required to perform any set number of hours of work per week, but rather shall be available to perform such duties commonly performed as may be requested from time to time by an executive the Senior Vice President, Head of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Human Resources of the Company during (“SVP — HR”). Executive shall report to and receive direction only from the Period of EmploymentSVP-HR. During the Period Continuation Period, Executive shall no longer have the title of Employment and except for illness, incapacity, reasonable vacation and holiday periodsExecutive Vice President or be considered a ▇▇▇▇▇ ▇▇ senior executive of the Company, and as provided belowwill be assigned a mutually acceptable title by the SVP-HR. (b) During the Continuation Period, the Executive shall is expected to devote all of the Executive’s full such business time, attention and skill exclusively effort to the business and affairs of the Company and its Affiliatessubsidiaries, as is necessary to perform the duties requested by the SVP-HR. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in be employed by any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board entity or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as person on a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict basis during the Continuation Period without the prior written consent of interest with the Company; 3.2.2. Delivering lectures Executive may, however, be employed by and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activitiesprovide services to such not-for-profit entities as the Executive may desire, including the establishment of One World Sports Alliance, a not-for-profit entity intended for the promotion of sports (the “OWSA”); or 3.2.4. Investing provided, however, that such activities may not significantly interfere with the Executive’s personal assets in investments or business entities in such form or manner that will performance of his duties hereunder and may not violate this Agreement the terms of Section 10 or require 11 hereof. (c) Executive and the Company agree that following the Effective Date, Executive shall not be providing services on the part equal to at least twenty percent of the level performed prior to the Effective Date, and therefore Executive in shall upon the operation or affairs Effective Date incur a “separation from service” within the meaning of Section 409A of the business entities in which those investments are made. The above activities will be allowed Internal Revenue Code of 1986, as long as they do not materially affect or interfere with amended and the performance of the Executive’s duties treasury regulations and obligations to the Companyguidance thereunder (“Section 409A”).

Duties. 2.1 The Executive Employee shall serve under the direction of the Board perform and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws discharge well and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the authority, duties and responsibilities which may be assigned to the Executive Employee from time to time by the Board or 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 Company that 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, 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 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 provisions 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 energies to the Business of the Employer and shall not during the term of this Agreement. Notwithstanding the above, nothing Agreement be engaged (whether or not during normal business hours) in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-business or professional activity, whether or not such activity is pursued for gain, profit organization, in each case involving no actual or potential conflict of interest with other pecuniary advantage; but this shall not be construed as preventing the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing Employee from (a) investing the Executive’s Employee's personal assets in investments or business entities businesses which (subject to clause (b) below) are not in such form or manner that competition with the Business of the Employer and which will not violate this Agreement or require any services on the part of the Executive Employee in the their operation or affairs and in which the Employee's participation is solely that of an investor, (b) purchasing securities or other interests in any entity provided 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 entities in which those investments are made. The above activities will be allowed as competition with the Business of the Employer and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as they do not materially affect or interfere with the performance Board of the Executive’s duties and obligations Directors of FLAG approves of such activities prior to the CompanyEmployee's engaging in them.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. (a) During the Period of Employment and except for illness(as defined in Section 3), incapacityExecutive shall serve the Company in such positions fully, reasonable vacation and holiday periodsdiligently, competently, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent conformity with the provisions of this Agreement, directives of the Chief Executive Officer and the Board of Directors of the Company (the “Board”), 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, and Executive shall have duties and authority consistent with Executive’s position as an Executive Vice President, Operations. Notwithstanding If requested by the aboveCompany, nothing in Executive shall also serve as a member of the Board and any Board committees without additional compensation. (b) Throughout the Period of Employment, Executive shall devote his full business time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs, and (ii) to make investments of any character in any business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties hereunder or conflict with the provisions of Sections 13 and 14, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance and Nominating Committee of the Board prior to the commencement of such service. (c) Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as an Executive Vice President, Operations, of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. The Executive shall serve under be subject to the direction and control of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Company’s Chief Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Officer of the Company during the Period of Employment(“CEO”). During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention perform such duties and skill exclusively to the business functions for and affairs on behalf of the Company consistent with his position and its Affiliates. The experience as Chief Executive Officer shall review the performance Financial Officer, as are reasonably requested of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board 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, however, that Executive shall in any event be permitted (a) to be a member of the boards of directors (or similar governing bodies) of other entities and (b) to be involved in charitable activities, so long as, in each case, such memberships and activities (x) do not unreasonably interfere with Executive’s duties as set forth herein and (y) with respect to membership on any board of directors (or similar governing body), such membership is approved by the Chief CEO, with such approval not to be unreasonably withheld, it being understood that any such memberships and activities existing as of the date hereof and disclosed on Exhibit A shall be deemed conclusively approved. Except as set forth on Exhibit A hereto, Executive Officer represents and warrants as of the date hereof and as of the Effective Date that he is not a member of any board of directors or similar governing bodies of any entity 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 that are consistent to be conducted substantially in accordance with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval terms of the Boardlimited liability company operating agreement of the Company as amended and in effect from time to time and applicable laws, any other for-profit organizationand will, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures all material respects, observe and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations adhere to the Company’s code(s) of conduct and ethics and other corporate governance codes and policies as now existing or which may hereafter be adopted by the Company.

Duties. The Executive Best Efforts: Indemnification. Employee shall serve under the direction as Chairman of the Board, President and Chief Executive Officer, subject only to the directions from the Board of Directors of Company. Subject only to the directions of those identified in the preceding sentence, Employee shall have supervision and shall exercise control over, and sole responsibility for, all duties commonly performed by an executive management of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsCompany, and shall faithfully serve have such powers and duties as may be from time to time prescribed by the best interests Board of Directors of the Company during Company, provided that the Period nature of EmploymentEmployee's powers and duties so prescribed shall not be inconsistent with Employee's position and duties set forth herein. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive Employee shall devote all of the Executive’s full his business time, attention and skill exclusively energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and its Affiliates. The Chief Executive Officer shall review not during the performance of the Executive on at least an annual basis. The Executive will not engage Term be actively engaged in any other business activity, 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 company and will perform faithfully the duties which may be assigned abide by all reasonable Company policies now or hereafter existing. Subject to the Executive provisions of Company's Certificate of Incorporation and Bylaws, each as amended from time to time time, Company shall indemnify Employee to the fullest extent permitted by the Board 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 attorney's fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by Employee of services for, or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving acting by Employee as a director director, officer or member of a committee of any charitable or non-profit organizationemployee of, Company, or with prior approval of the Board, any other for-profit organizationperson or enterprise in good faith at Company's request. Company shall obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to Employee acting in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to good faith within his capacities for the Company.

Duties. The During the Employment Period, Executive shall will serve under as Chief Financial Officer (“CFO”) of CharterMac and will have the direction title of Senior Managing Director of the Board and shall exercise all duties commonly performed by an executive Company. Executive will also work in the capacity of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable CFO of American Mortgage Acceptance Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment(“AMAC”). During the Period of Employment and except for illnessPeriod, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of report to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or his successor as the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer of CharterMac (the “CEO”). Executive shall review have all the performance authority and job duties and responsibilities customarily associated with the position of the Executive on at least an annual basisCFO. The In addition, Executive will not engage in any perform such related and other business activity, and will perform faithfully the duties which may as shall be reasonably assigned to the Executive from time to time by the Board or CEO. Executive will devote substantially all of his business time, best efforts and ability to the Chief Executive Officer business of the Company that are consistent with the provisions of this Agreement. Notwithstanding the aboveand its affiliates, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures will faithfully and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the 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 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 CompanyExecutive under this Agreement).

Duties. The Executive shall serve under Subject to the direction supervision and control of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Directors of the Company during (the Period “Board”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any successor as Chairman of Employment. During the Period Company (the “Chairman”), Employee shall do and perform all services and acts reasonably necessary or advisable to fulfill the duties and responsibilities of Employment his position including, without limitation, overall supervision and except for illness, incapacity, reasonable vacation and holiday periodsmanagement of all day-to-day operations of the Company, and as provided belowall matters pertaining to the research and development, the Executive shall devote all production, distribution, sale and marketing of the ExecutiveCompany’s full business 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 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 attention, knowledge and skill exclusively 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 business affairs and affairs activities of the Company and its Affiliatesparent, subsidiaries, affiliates and strategic partners. The Chief Executive Officer shall review 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 Executive on at least an annual basisCompany under this Agreement. The Executive will Employee hereby represents and warrants that the Outside Services are and shall not engage be in competition with or related to in any other way the business activityof the Company, and will perform faithfully that his Outside Services shall not interfere with the full performance of his duties which may be assigned to the Executive 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 from time to time by the Board or the Chief Executive Officer establish for employees of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.” 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) The Executive shall serve under have the direction authority and perform all duties of the position of Chief Executive Officer and Chairman of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company the Company consistent with the same or a comparable position. The Executive shall comply with all applicable laws powers and regulationsduties of such offices set forth in the Company By-Laws, as well as all applicable Company policies and proceduresany other duties, including commensurate with the Code Executive's position, which are assigned by the Board of Business Conduct and Ethics, and shall faithfully serve the best interests Directors of the Company (the "Board"). The Executive will be in charge of all day-to-day operations of the Company, provided however, that the Board of Directors must approve all budgets of the Company and all transactions not reflected in such budget which require the Company to expend more than $50,000. Notwithstanding the foregoing, the Executive may authorize expenditures in excess of $50,000 if such expenditures are pursuant to a purchase order or the Company has received a letter of commitment from a customer. The Company will maintain a bank account with a Federal Deposit Issuance Corporation ("FDIC") insured bank selected by the Executive. The Executive agrees that checks drawn on such account which are equal to or greater than $10,000 must be co-signed by another officer of the Company. (b) Throughout his employment hereunder, Executive shall devote his full time, attention, knowledge and skills during normal business hours in furtherance of the Period business of Employmentthe Company and will faithfully, diligently, and to the best of his ability, perform the duties described above and further the Company's best interests. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowhis employment, the Executive shall devote all of the Executive’s full business timenot engage, attention and skill exclusively to the business and affairs shall not solicit any employees of the Company and or its Affiliates. The Chief Executive Officer shall review subsidiaries or other affiliates to engage, in any commercial activities which are in any way in competition with the performance activities of the Executive on at least an annual basis. The Executive will not engage Company, or which may in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or way interfere with the performance of the Executive’s his duties and obligations or responsibilities to the Company. (c) The Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions and restrictions as the Company, consistent with Executive's rights and duties under this Agreement, may from time to time establish and those imposed by law.

Duties. 2.1 The Executive shall serve under use his best endeavours to promote and protect the direction interests of the Board Group and shall not do anything which is harmful to those interests. 2.2 The Executive shall diligently and faithfully perform such duties and exercise 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 CEO. The CEO may also suspend all or any of the Executive’s duties commonly performed by an executive and powers for such periods and on such terms as he considers expedient (including a term that the Executive shall not attend at the Company’s premises). 2.3 The Executive shall give to the CEO such information regarding the affairs of a publicly traded company the Group as he shall require and shall comply with all proper instructions of the CEO. 2.4 The Executive shall have the power and the authority to act in accordance with the same or a comparable position. instructions of and within the limits prescribed by the CEO. 2.5 The Executive shall comply with all applicable laws codes of conduct from time to time adopted by the Company or notified to him and regulations, as well as with all applicable Company policies rules and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests regulations of the Company London Stock Exchange including (without limitation) the model code on directors’ dealings in securities. 2.6 The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO) devote the whole of his time during normal business hours to the Period duties of Employment. During the Period of Employment and except such additional time as is necessary for illness, incapacity, reasonable vacation the proper fulfilment of those duties. 2.7 The Executive’s salary shall be inclusive of any fees receivable by him as a director of any Group Company and holiday periods, and as provided below, if the Executive receives any such fees in addition to his salary he shall devote all of the Executive’s full business time, attention and skill exclusively pay them to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. Company. 2.8 The Executive will shall not engage 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 business activityexcept: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and will perform faithfully parents’ issue) neither holds nor is beneficially interested in more than five per cent. of the duties securities of that class; or (b) with the consent in writing of the CEO which may be assigned given subject to any terms or conditions which the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyChairman may require.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Executive Officer of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall serve under the direction Company in such position in conformity with the provisions of this Agreement, directives of the Board of Directors and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company corporate policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. During Executive shall have duties and authority consistent with Executive's position as Chief Executive Officer and shall report to the Board of Directors of the Company (the "Reporting Relationship"). (b) Throughout the Period of Employment and except for illnessEmployment, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business his time, attention energy, and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of his duties for the Executive on at least an annual basis. The Executive will not engage in any Company, vacations and other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of leave authorized under this AgreementAgreement excepted. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the Executive’s duties and obligations outstanding shares of such publicly traded competing business. (c) Executive hereby represents to the Company.Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound. JMM Employment Agreement 2002

Duties. The Executive shall serve under A. On the direction of Effective Date and until the Board and shall exercise all duties commonly performed by an executive employment commencement date of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the permanent Chief Executive Officer of the Company (the “CEO Commencement Date”), ▇▇▇▇▇▇▇▇ shall continue to serve as an Interim Co-Chief Executive Officer of the Company, reporting to the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) and, subject to the oversight and control of the Committee and the Board, shall have responsibility for all sales and marketing functions of the Company and CBI, including, without limitation, route sales, and for all Company manufacturing and distribution operations other than the Spice Products division operations, along with such shared general powers, duties and responsibilities as are typically vested in a chief executive officer, including without limitation the shared responsibility for the development and implementation of the Company’s strategic plans and the shared responsibility for the overall management of the Company. ▇▇▇▇▇▇▇▇ agrees that this Agreement shall serve as written notice of resignation as Interim Co-Chief Executive Officer of the Company effective as of the CEO Commencement Date. ▇. ▇▇▇▇▇▇▇▇ shall continue to serve as President and Chief Executive Officer of CBI, and in such capacity shall report to the CBI board of directors. C. In addition to his general duties and responsibilities, ▇▇▇▇▇▇▇▇ shall also perform such other duties as are consistent with his position(s) and as are directed by the provisions Committee or the Board. ▇▇▇▇▇▇▇▇ shall devote to the Company’s business substantially all of this Agreementhis working time. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving Service as a director or member of a committee of any charitable or nonfor-profit organization, or with prior organization shall require approval of the Board. D. If ▇▇▇▇▇▇▇▇ is still employed by the Company on the CEO Commencement Date and not otherwise appointed as permanent Chief Executive Officer or as permanent Co-Chief Executive Officer, any other for-profit organization, in each case involving no actual or potential conflict his title will revert to President and Chief Executive Officer of interest CBI with the Company; 3.2.2. Delivering lectures duties attendant to that position and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with assigned by the performance of the Executive’s duties Company to CBI and obligations to the Companyassumed by CBI.

Duties. The 3.1 Executive agrees to perform the duties of Chief Financial Officer of the Company. Executive shall serve under render such services as are described for such positions in the direction Company’s Bylaws, including senior management responsibilities of all public company reporting and filing matters, all financial and accounting matters, all human resource matters, and other additional duties as may from time to time be assigned to Executive by the Chief Executive Officer or the Board. 3.2 While employed pursuant to this Agreement, Executive shall obey the lawful directions of the Chief Executive Officer and the Board and shall exercise all duties commonly performed by an executive use his best efforts to promote the interests of a publicly traded company the Company and to maintain and promote the reputation thereof. During the Employment Term, Executive may from time to time engage in any businesses or activities that do not compete directly and materially with the same Company and any of its subsidiaries, provided that such businesses or activities do not materially interfere with his performance of the duties assigned to him in compliance with this Agreement by the Board or any duly authorized committee thereof. Executive is specifically permitted to (i) invest his personal assets as a comparable position. The Executive shall comply with all applicable laws and regulations, passive investor in such form or manner as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve will not contravene the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness(ii) serve as an officer, incapacitydirector, reasonable vacation and holiday periodstrustee, or otherwise participate in educational, welfare, social, charitable, religious, and civic organizations, (iii) serve as provided belowa director, for other public or private organizations, with the Executive shall devote all knowledge and express written permission of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of and the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with and only to the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner extent that will it does not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations responsibilities to the Company. 3.3 The Parties agree that during the Employment Term, Executive shall be based in Dallas, Texas and may not be assigned to another location outside the Dallas-Fort Worth metropolitan area. Should the Company elect to relocate or transfer Executive to a location that is outside the Dallas-Fort Worth metropolitan area and otherwise not acceptable to Executive, Executive shall have the option to terminate this Agreement with Good Reason as defined in Section 7.3 below.

Duties. The Executive During the Term of this Agreement, the Employee shall serve as Chief Executive Officer and Executive Chairman of the Board of the Company and shall, under the direction control of the Board, perform all duties commensurate with his position and as may be assigned to him by the Board. In addition, during the Term of this Agreement, Employee shall (i) lead the Board in establishing the strategy and overall objectives of the Company and in reviewing the performance of the Company's management in, among other things, pursuing such strategy and achieving such objectives, and (ii) act as Chairman of the Board at meetings of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable positionstockholders of the Company. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive Employee shall devote all such amount of the Executive’s full business time, attention his time and skill exclusively energies as he shall deem reasonably necessary to the business and affairs of the Company and its Affiliatesto fulfill his duties hereunder. The Chief Executive Officer Company acknowledges that Employee's services hereunder shall review not require the performance full time and attention of the Executive on at least an annual basisEmployee. The Executive will not engage in any other business activityDuring his working hours, Employee shall use his best efforts, skills and will abilities to promote the interests of the Company and to diligently and competently perform faithfully the duties which may be assigned to of his position. Notwithstanding the Executive foregoing, it is understood and agreed that (I) the Employee from time to time by the Board may (a) be appointed to additional offices or the Chief Executive Officer to different offices than those set forth above (including, without limitation, additional offices with any affiliate of the Company), (b) perform such duties other than those set forth above, and/or (c) relinquish one or more of such offices or other duties, in each instance of this clause (I) as may be mutually agreed to by and between the Company and the Employee, and that are consistent with no such action shall be deemed or construed to otherwise amend or modify any of the provisions remaining terms or conditions of this Agreement. Notwithstanding the above, ; and (II) nothing contained in this Agreement Section 3 shall preclude the Executive Employee from devoting time during reasonable periods required for: 3.2.1. Serving (a) serving as a an officer, director or member of a committee similar capacity of any charitable or non-profit organizationother company in which he currently serves as such (the "Existing Positions"), or (b) with prior approval the written consent of the Corporate Governance Committee of the Board, serving on the board of directors or in a similar capacity in any other public company, provided that no such consent shall be required for serving on the board of directors or in a similar capacity of any affiliate of the Company or any affiliate of any company of which he serves in an Existing Position, (c) serving on the board of directors of, or working for-profit , any charitable or community organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and (d) delivering lectures, fulfilling speaking engagements; 3.2.3. Engaging engagements or teaching at educational institutions or (e) otherwise pursuing and managing his personal financial and legal affairs, so long as such activities set forth in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments clause (II) above, individually or business entities in such form or manner that will collectively, do not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they applicable law, do not materially affect or significantly interfere with the performance of Employee's duties hereunder or violate any of the Executive’s duties and obligations to the Companyprovisions of Section 8 hereof.

Duties. The Executive Employee shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of Employer and be appointed to serve as a member of the Company Board of Directors of Employer (the "Board") on the date hereof, and shall continue to be nominated by the Board to serve as a member of the Board during the Term, which nomination shall be subject to approval by the shareholders of Employer at its annual meetings of shareholders held subsequent to the date hereof, provided that are consistent if Employee's employment with Employer is earlier terminated in accordance with the provisions herein, Employee shall immediately resign from the Board upon request by Employer. Employee shall perform the duties as assigned by the Board from time to time and shall faithfully and to the best of this Agreementhis ability perform such reasonable duties and services of an active, executive, administrative and managerial nature as shall be specified and designated, from time to time, by the Board. Notwithstanding As Chief Executive Officer, Employee's duties shall include, without limitation, making recommendations to the aboveCompensation Committee of Employer with respect to awards made under Employer's stock option and compensation plans. The executive officers of Employer, nothing in this Agreement including the President, shall preclude report directly to Employee, as Chief Executive Officer, provided that, if at any time there is no person serving as President, Employee shall also serve as President for such period until another person is appointed by the Executive from devoting Board to serve as President. Employee agrees to devote his full time and skills to such employment while he is so employed, subject to a vacation allowance of not less than three (3) weeks during reasonable periods required for: 3.2.1. Serving as a director or member each year of a committee of any charitable or non-profit organizationthe Term, or with prior approval such additional vacation allowance as may be granted to other senior executives of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyEmployer.

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 Period of Employment (as defined in Section 2), Executive shall serve under the direction Company in such position in conformity with the provisions of this Agreement, directives of the Board Chief Executive Officer and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company corporate policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the have duties and authority consistent with Executive’s full business time, attention 's position as Executive Vice President and skill exclusively shall report to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with (the provisions "Reporting Relationship"). (b) Throughout the Period of Employment, Executive shall devote his time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this AgreementAgreement excepted. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder, and further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the Executive’s duties and obligations outstanding shares of such publicly traded competing business. (c) Executive hereby represents to the Company.Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound. ▇▇▇▇ ▇▇▇▇▇▇▇ Employment Agreement-2001

Duties. (a) The Executive shall agrees to serve under the direction of the Board as Executive Vice President and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Chief Actuary of the Company during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of 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 full position(s). The Executive agrees to devote substantially all his business time, attention and skill exclusively services to the business and affairs of the Company and its Affiliatesaffiliates and to perform his duties to the best of his ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activity, and will perform faithfully accept directorships on the duties which may be assigned to board of directors of for-profit corporations without the Executive from time to time by the Board or prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company that are consistent or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as he shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer.

Duties. The Executive shall During the Employment Period, Employee agrees to serve under exclusively as the direction [Title*] of the Board and Company. Employee shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall such powers and comply with all applicable laws and regulations, as well as all applicable Company policies perform such directions and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively duties in relation to the business and affairs of the Company as are customarily and its Affiliates. The ordinarily exercised and performed by the [Title*] of similar entities and as may from time to time be vested in or requested by the Chief Executive Officer shall review the performance of the Executive on at least an annual basisCompany consistent with Employee's position, and shall use his best efforts to improve and expand the business of the Company and its Affiliates consistent with Employee's position. The Executive will not engage in Notwithstanding any other business activityterm or provision to the contrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Employee shall at all times report to, and will perform faithfully the duties which may his activities shall at all times be assigned subject to the direction and control of, the Chief Executive Officer of the Company. Employee shall have general supervisory control over and responsibility for the general management of [Job Description] services, subject in all instances to the written policy guidelines concerning operations and capital expenditures promulgated and/or approved from time to time by the Board or the Chief Executive Officer of Directors of the Company that are consistent or its Executive Committee. Employee agrees to devote his entire business time, energy and skill to the service of the Company and its Affiliates and shall perform his duties in a good faith, trustworthy and businesslike manner, in compliance with the laws of the United States of America and all other political subdivisions, all for the purpose of advancing the interests of the Company and its Affiliates. Employee shall at no time during the Employment Period engage in any other business activity whether or not such activity is pursued for gain, profit or other pecuniary advantage. Notwithstanding the foregoing, provided the same shall not interfere with the performance by Employee of his duties under this Agreement and shall not violate the terms and provisions of any other provision of this Agreement (including, but not limited to, Section 13 of this Agreement. Notwithstanding the above), nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s Employee may invest his personal assets in investments or business entities in such businesses where the form or manner that of such investment will not violate this Agreement or require services on the part of Employee and in which his participation is solely that of a passive investor and/or serve on the Executive in board of directors or as an officer of, or as a volunteer for, charitable, civic or community organizations; PROVIDED with the operation or affairs prior written consent of the business Company's Board of Directors, Employee may act as a consultant to businesses or entities in which those investments are made. The above activities will be allowed or serve as long as they do not materially affect or interfere with the performance a member of the Executive’s duties and obligations to the Companyboard of directors of a for profit organizations.

Duties. The Executive Employee is presently engaged as the Company's Senior Vice President-Merchandising and he agrees to continue to perform the duties and services incident to that position, or such other or further duties and services of a similar nature as may be reasonably required of him by the Company. The Employee shall serve under report to, and be subject to the direction and control of, the President of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable positionCompany. The Executive Employee shall comply with all applicable laws and regulationsperform his duties for the Company primarily from the Company's facilities at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as well as all applicable Company policies and procedures▇▇▇▇▇▇▇▇▇▇▇▇, including the Code of Business Conduct and Ethics▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and shall faithfully serve the best interests or such other similarly situated locations of the Company during to which the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which Employee may be assigned to the Executive from time to time by the Board or Company. Notwithstanding the Chief Executive Officer foregoing, Employee acknowledges and agrees that from time to time, in the ordinary course of the business of the Company that are consistent with the Employee will be required to travel, and Employee hereby agrees to undertake such travel. The Employee shall devote his full business time, attention, energies and best efforts to the performance of his duties hereunder and to the promotion of the business and interests of the Company and of any corporate subsidiaries or affiliated companies. Nothing contained in this Section 3 shall be construed as preventing Employee from investing his personal assets, provided that no such investment (a) shall violate the provisions of Section 7 or 8 of this Agreement or (b) constitute the usurpation of a corporate opportunity of the Company. For purposes of this Section 3, a corporate opportunity shall be (i) one presented to or made available to the Company or any affiliate of the Company and known by the Employee or (ii) an investment or acquisition known by Employee as being considered by the Company or any affiliate of the Company, but a corporate opportunity shall not include any investment opportunity presented to or made to the Company or any affiliate of the Company which neither the Company nor such affiliate elects to pursue within a reasonable time. In addition, during the Term or extended term of this Agreement. Notwithstanding , the aboveEmployee may serve on corporate, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director civic or member charitable boards or committees, except boards or committees of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest corporations that compete with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. The Executive a. As a Vice President/Business Development Officer DeWan shall serve under do and perform all acts, services or things necessary or advisable to obtain deposit and loan business for the direction of the Board and shall exercise Bank including all duties commonly acts customarily performed by an executive a Business Development Officer of a publicly traded company with the same or a comparable positioncommunity bank. The Executive DeWan shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any perform such other business activity, and will perform faithfully the related duties which may be assigned to the Executive prescribed from time to time by the Board or the Chief Executive Officer President of the Company that are Bank or by the Board of Directors of Bank as may be consistent therewith. DeWan shall perform these duties faithfully, diligently and to the best of his ability, consistent with the provisions highest and best standards of the banking industry and in compliance with all applicable laws, rules regulations, the Bank's Articles of Incorporation and By-laws, and the policies established by the Bank's Board of Directors. ▇. ▇▇▇▇▇ shall devote his entire productive time, ability and attention to the business of Bank during the term of this Agreement. Notwithstanding DeWan shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the aboveprior written consent of the Board of Directors of Bank; provided, nothing however, that these provisions shall not restrict DeWan from owning stock or other securities of a competitor which are relatively insubstantial to the total outstanding stock of such competitor, and so long as he in this Agreement shall preclude fact does not have the Executive from devoting time during reasonable periods required for: 3.2.1. Serving power to control or direct the management or policies of such competitor and does not serve as a director or member officer of or consultant for, and is not otherwise associated with, any competitor except as may be consented to by Bank. Nothing contained herein shall preclude substantially passive investments by DeWan during the Term which may require nominal amounts of time, energy or interest. ▇. ▇▇▇▇▇ hereby represents and agrees that the services to be performed by him under the terms of this Agreement are of a committee special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of any charitable which cannot be reasonably or non-profit organizationadequately compensated in damages in an action at law. DeWan therefore expressly agrees that, or with prior approval of the Board, in addition to any other for-profit organizationrights or remedies which Bank may possess, in each case involving no actual or potential conflict Bank shall be entitled to injunctive and other equitable relief to prevent a breach of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are madeby DeWan. The above activities will This Agreement may not be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyassigned by DeWan.

Duties. (a) The Executive shall continue to perform such duties of an executive nature for the Company Group as may be assigned to him from time to time by the Board of Directors (the “Board”) and that are customarily performed by an executive holding the positions of, President and Chief Executive Officer of the Company. The Executive shall serve under the Company Group faithfully and to the best of his ability and shall devote his full business time and attention to the affairs of the Company Group, subject to Section 3(b) and to reasonable absences for vacation and illness in accordance with then-current Company policy, and Disability. The Executive shall be subject at all times to the direction and control of the Board and during the term of this Agreement shall exercise all duties commonly performed continue to be duly elected by an executive of a publicly traded company with the same or a comparable positionBoard as President and Chief Executive Officer. The Executive shall comply with all applicable laws give the Board periodic reports on and regulations, as well as all applicable Company policies and procedures, including keep the Code of Business Conduct and Ethics, and shall faithfully serve Board informed on a current basis concerning the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full material business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Group. (b) While Executive Officer shall review renders services to the performance of the Executive on at least an annual basis. The Company, Executive will not engage in any other employment, consulting or other business activity, and will perform faithfully the duties which may be assigned to the Executive from activity (whether full-time to time by the Board or the Chief Executive Officer of the Company part-time) that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as would create a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2Company Group. Delivering lectures The Company agrees that during the term of this Agreement the Executive may continue to provide consulting for Advent International and fulfilling speaking engagements; 3.2.3. Engaging its affiliates, and may serve on the board of a private company affiliated with Advent International or in charitable which it has an investment, directly or indirectly, but only where such consulting and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that service will not violate reasonably create a conflict of interest with the Company Group and does not exceed a mutually acceptable, reasonable time commitment. From time to time or upon request during the term of this Agreement or require services on Agreement, the part Executive will provide the Board with reasonable confirmation that his activities for Advent International do not constitute a conflict of interest with the Company Group. The Executive will be permitted to (a) with the prior written consent of the Executive in the operation Board act or affairs serve as a director, trustee, committee member or principal of the business entities in any type of business, civic or charitable organization, which those investments are made. The above activities will consent shall not unreasonably be allowed withheld, delayed or conditioned, as long as they the Executive is not then serving on the board of a company affiliated or related to Advent International, such activities are disclosed in writing to the Board and there is no conflict of interest; and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not materially affect or interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth herein. (c) By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit Executive from performing his duties for the Company. (d) The headquarters for the performance of the Executive’s duties during the term of this Agreement shall be the principal executive offices of the Company in Houston, Texas, subject to such reasonable travel as the performance of the Executive’s duties in the business of the Company Group may require. (e) During the term of this Agreement the Executive shall, if elected, serve as a member of the Board of Directors of the Company and such other committees to which the Executive may be appointed, without any additional compensation.

Duties. The During the Employment Period, Executive shall serve under on a full-time basis, and perform services in a capacity and in a manner consistent with Executive’s position for the direction Company. Executive shall have the title of Chief Commercial Officer commencing as of the Board Effective Date and shall exercise all duties commonly performed by an executive of a publicly traded company have such duties, authorities and responsibilities as are consistent with the same or customary duties, authorities and responsibilities of such a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except position for illness, incapacity, reasonable vacation and holiday periodsa public company, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Operating Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive designate from time to time while the Executive serves as the Chief Commercial Officer of the Company. While Executive is the Chief Commercial Officer of the Company, Executive will report directly to the Chief Operating Officer. Executive shall devote substantially all of Executive’s business time and attention and Executive’s best efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the 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 boards of directors or the Chief Executive Officer similar bodies of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationorganizations, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in case, so long as such form or manner that will not violate this Agreement or require services on the part of the Executive activities in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they aggregate do not (a) materially affect or interfere with the performance of the Executive’s duties and obligations 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 shareholders of the Company, serving as a member of the Board during the Employment Period.

Duties. The Employee shall be employed as Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs Vice President of the Company and its Affiliates. The Chief Executive Officer shall review the performance 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 positions of Executive on at least an annual basis. The Vice President of the Company and Executive will not engage Vice President - Marketing & Business Development of NNT as may be specified in any other business activitythe By-laws of the Company or the Limited Liability Company Agreement of NNT with respect to such positions, and will shall also perform faithfully and discharge such other duties and responsibilities consistent with such position as the duties which may be assigned to Board of Directors of the Executive Company (the "Board of Directors") shall from time to time by the Board or determine. The Employee shall report to the Chief Executive Officer of the Company. The 2 Employee shall perform his duties principally at offices of the Company that are in New York City, New York, with such travel to such other locations from time to time as the Chief Executive Officer may reasonably prescribe. Except as may otherwise be approved in advance by the Board of Directors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote his full business time throughout the Employment Term to the services required of him hereunder. The Employee shall render his business services exclusively to the Company and its subsidiaries during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the provisions duties of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyhis positions.

Duties. The (a) Executive shall perform such duties and functions consistent with his position as Senior Vice President, Chief Financial Officer, 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 under as a director of the direction Company without further compensation. (b) At the request of the Board and of Directors, Executive shall exercise all duties commonly performed by serve, without further compensation, as an executive officer, corporate officer and/or director of a publicly traded company with any subsidiary or affiliate of the same or a comparable position. 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, Executive shall devote substantially all applicable laws of his professional time and regulationsattention (vacation time and absences for sickness excepted) to the business of the Company, as well as all applicable Company policies necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and procedures, including to the Code best of Business Conduct and Ethicshis ability. Notwithstanding anything herein to the contrary, and shall faithfully serve subject to the best interests foregoing, Executive may engage in other professional activities so long as such activities do not unreasonably interfere with Executive's performance of the Company during the Period of Employment. During the Period of Employment his duties hereunder and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, do not violate Section 10 hereof. (d) The principal location at which the Executive shall devote all of perform his duties hereunder shall be at the Executive’s full business timeCompany's offices in Canton, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on Massachusetts or at least an annual basis. The Executive will not engage in any such other business activity, and will perform faithfully the duties which location as may be assigned to the Executive designated from time to time by the Board or the Chief Executive Officer of Directors of the Company that are consistent with the provisions of this AgreementCompany. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude perform such services temporarily at such other locations as may be required for the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the proper performance of the Executive’s his duties hereunder, and obligations to the CompanyExecutive recognizes that such duties may involve travel.

Duties. The (a) From the date of this Agreement until August 1, 2004 (“Commute Period”), Executive shall serve under (i) be employed as the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Vice President of the Company during reporting to the Period of Employment. During the Period of Employment Company’s Chief Operating Officer, (ii) perform such other or additional duties and except for illnessresponsibilities consistent with Executive’s title(s), incapacity, reasonable vacation and holiday periodsstatus, and position as provided belowthe Chief Operating Officer or Board of Directors of F▇▇▇▇▇▇▇.▇▇▇ may, from time to time, prescribe, and (iii) be based out of his residence in the metropolitan Columbus, Ohio area, provided, however, that the Company shall maintain a furnished apartment for Executive in Ft. M▇▇▇▇▇, and Executive shall travel to and from Ft. M▇▇▇▇▇, Florida as necessary or required in connection with the performance of his duties. On or before August 1, 2004, Executive shall relocate to Ft. M▇▇▇▇▇, Florida, and by October 31, 2004, the Company will promote Executive shall devote all of to Senior Vice President and General Counsel. In this capacity, Executive will serve as the Company’s chief legal officer and will provide legal advice, representation and counsel to the Company with respect to its business and affairs, and perform such other or additional duties and responsibilities consistent with Executive’s full business title(s), status, and position as the Chief Operating Officer or Board of Directors of F▇▇▇▇▇▇▇.▇▇▇ may, from time to time, attention prescribe. (b) So long as employed under this Agreement, Executive agrees to devote full time and skill efforts exclusively to the business and affairs on behalf of the Company and its Affiliatesto competently, diligently and effectively discharge all duties of Executive hereunder. The Chief Executive Officer shall review not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with full time employment hereunder and which do not violate the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding Executive further agrees to comply fully with all reasonable policies of the aboveCompany as are from time to time in effect. (c) After August 1, nothing in this Agreement shall preclude 2004, the Executive shall be based out of the Company’s Ft. M▇▇▇▇, Florida office. If the Company decides to move its operations more than 35 miles from devoting time during reasonable periods its current offices in Fort M▇▇▇▇, Florida, Executive shall not be required for: 3.2.1. Serving to relocate and, to the extent the Executive cannot perform his duties hereunder as a director or member result of such a committee of any charitable or move, his non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that performance will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed constitute Cause (as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companydefined below).

Duties. The (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve under 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 Board. Such duties shall include, without limitation, the following: (i) Chief Financial Officer. The primary duties and shall exercise responsibilities of the Chief Financial Officer consist of the following: to establish overall financial practices and procedures necessary to maintaining effective accounting control over all duties commonly performed by an executive aspects of a publicly traded company 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 same 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 a comparable position. The Executive shall comply with all applicable laws operations and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethicsfinancial status, and shall faithfully serve such further responsibilities as are delegated to Executive by the best interests President and Chief Executive Officer of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Corporation. (b) Executive shall devote all of the Executive’s full business substantially her entire professional time, attention and skill energy exclusively to the business and affairs of the Company Corporation and its Affiliates. The Chief Executive Officer subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall review not during the performance term of the Executive on at least an annual basis. The Executive will not engage her employment hereunder be engaged 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 will perform faithfully its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the duties Over-the- Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which may be assigned she now serves and which has been disclosed to the Executive from time Corporation in writing or, subject to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organizationfrom accepting employment to additional board of directors, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in provided that such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the Executive’s duties term 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 obligations to its affiliates without obtaining the Companyprior written consent of the Board, including, without limitation, the 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 connection with her employment under this Agreement.

Duties. The Employee shall be employed as Executive shall serve under the direction Vice President and Chief Financial Officer of the Board Company, shall faithfully perform and shall exercise all discharge such duties commonly performed by an executive as inhere in the position of a publicly traded company Executive Vice President and Chief Financial Officer of the Company and as may be specified in the Certificate of Incorporation or Bylaws of the Company with the same or a comparable respect to such position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve also perform and discharge such other duties and responsibilities consistent with such position as the best interests Board of Directors of the Company during (the Period "Board of EmploymentDirectors") shall from time to time determine. During The Employee shall report to the Period President and Chief Executive Officer of Employment the Company. The Employee shall perform his duties principally at offices of the Company in Irving, Texas, with such travel to such other locations from time to time as the President and Chief Executive Officer may reasonably prescribe. Except as may otherwise be approved in advance by the Board of Directors, and except for illnessduring vacation periods and reasonable periods of absence due to sickness, incapacity, reasonable vacation and holiday periods, and as provided belowpersonal injury or other disability, the Executive Employee shall devote all of the Executive’s his full business time, attention and skill time throughout the Employment Term to the services required of him hereunder. The Employee shall render his business services exclusively to the Company and its subsidiaries during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and affairs interests of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage subsidiaries in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are a manner consistent with the provisions duties of this Agreementhis position. Notwithstanding the aboveforegoing, nothing in this Agreement the Employee shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving be entitled to participate as a director or member of advisor to one or more associations, businesses or community or charitable organizations in the Dallas/Ft. Worth area, so long as such activity does not (i) involve a committee of any charitable or non-profit organization, or with prior approval substantial amount of the BoardEmployee's time, (ii) impair in any other for-profit organization, in each case involving no actual or potential conflict of interest with material respect the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate Employee's ability to perform his duties under this Agreement or require services on (iii) violate the part provisions of the Executive in the operation or affairs Section 9 of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companythis Agreement.

Duties. The Executive shall serve under the direction of the Board and shall exercise all duties commonly performed You agree to be employed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and shall perform your full time business services for Blizzard and its AffiliatesAffiliates and subsidiaries upon the terms and conditions of this Agreement. The You will continue your services hereunder as President and Chief Executive Officer of Blizzard and shall review report directly to the performance of Company’s Chief Executive Officer. At all times during the Executive on at least an annual basisTerm, you shall remain as Blizzard’s senior most executive officer. The Executive will not engage in any other business activity, and You will perform faithfully the those duties which may and other services as are consistent with your office and position as shall be assigned to the Executive reasonably designated or requested from time to time by the Board or the Company’s Chief Executive Officer of Officer, subject to the Company that are consistent with limitations and exclusions set forth in Section 4(c). You will not be required, without your consent, to perform your primary duties under this Agreement in a location other than Irvine, California or more than fifteen (15) miles therefrom, except for normal and customary required travel on the provisions of this AgreementCompany’s business. Notwithstanding the aboveforegoing you shall be entitled to (i) with the consent of the Company’s Board of Directors (which consent shall not be unreasonably be withheld), nothing serve on the board of directors or other governing board or committees of up to three (3) for profit corporations or entities which do not engage in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving conduct of business competitive with that of Vivendi S.A. (for so long as it is a director or member shareholder of a committee of any charitable or non-profit organizationthe Company), the Company and/or Blizzard, (ii) serve on civic, industry, or charitable boards or committees and engage or participate in civic, cultural, philanthropic and community affairs and projects, and (iii) manage your own personal, financial, investment, and legal affairs (collectively the foregoing activities described under sub-clauses (i), (ii) and (iii) are hereinafter collectively referred to as the “Permitted Activities”); provided, that none of such Permitted Activities unreasonably interfere with prior approval your performance of your full time duties for and on behalf of Blizzard hereunder and are not in violation of the BoardCompany’s ethics codes, conflicts of interests policies and corporate governance guidelines in effect at the time of the inception of such Permitted Activities. In such regard, you shall be entitled to receive and retain, as your exclusive property and assets, any payments, compensation, revenues, profits, gains, or other for-profit organization, in each case involving no actual or potential conflict of interest with benefits derived from the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyPermitted Activities.

Duties. The In his capacity as President and Chief Executive Officer of Company, Employee shall serve under perform such reasonable executive duties as the direction President and Chief Executive Officer of a public company of the size and scope of Company would normally perform or as otherwise specified in the Bylaws of Company, and such other reasonable executive duties as the Board of Directors of Company (the “Board”) may from time to time reasonably prescribe with the concurrence of Employee. Employee shall report directly and solely to the Chairman of the Board and collectively to the Board. It is the intention of the parties hereto that Employee shall exercise all duties commonly performed continue to serve on the Board during the Employment Term (as defined in Section 3 below). Except as otherwise provided herein, except as may otherwise be approved by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsBoard, and shall faithfully serve the best interests of the Company except during the Period of Employment. During the Period of Employment vacation periods and except for illnessreasonable periods due to sickness, incapacitypersonal injury or other disability, reasonable vacation and holiday periods, and as provided below, the Executive shall Employee agrees to devote substantially all of the Executive’s full business time, attention and skill exclusively his available time to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of his duties to Company hereunder, provided that nothing contained herein shall preclude Employee from (i) serving on the Executive board of directors of, or as an advisor to, any business or corporation on at least an annual basis. The Executive will not engage in any other business activitywhich he is serving on the date hereof or, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval consent of the Board, serving on the board of directors of any other business or corporation, (ii) serving on the board of, or working for-profit , any charitable or community organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable (iii) pursuing his personal financial and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as legal affairs, so long as they such activities do not materially affect or interfere with the performance of the ExecutiveEmployee’s duties hereunder. Notwithstanding clause (i) in the previous sentence, (A) the Board reserves the right to review and obligations to approve continuation in any existing or other board or advisory services at any time during the CompanyEmployment Term, and (B) Employee shall immediately notify the Board in the event that any of the activities set forth in the immediately previous sentence materially interfere with the performance of Employee’s duties hereunder.

Duties. The Executive shall serve During your employment under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsthis Agreement, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall you agree to devote all of the Executive’s full your entire business time, attention and skill exclusively energies to the business and affairs of the Company and its AffiliatesViacom, except for vacations, illness or incapacity. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the aboveHowever, nothing in this Agreement shall preclude the Executive you from devoting time during reasonable periods required for: 3.2.1. Serving serving as a director or member of a committee the Board of Directors of any charitable charitable, educational, religious or non-profit organizationentertainment industry trade, public interest or with prior approval of the Board, any other for-profit public service organization, in each case involving no actual or potential conflict of interest instance not inconsistent with the Company; 3.2.2. Delivering lectures business practices and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing policies of Viacom, or from devoting reasonable periods of time to the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part activities of the Executive in the operation aforementioned organizations or affairs of the business entities in which those investments are made. The above from managing your personal investments; provided, that such activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s your duties and obligations responsibilities hereunder. You will be Co-President and Co-Chief Operating Officer of Viacom, reporting directly and solely to the CompanyChairman and Chief Executive Officer of Viacom (the “Chairman, CEO”), and you agree to perform such duties, and such other duties reasonable and consistent with such offices as may be assigned to you from time to time by the Chairman, CEO. You will manage the operations of the following business units of Viacom: (i) CBS, UPN, Paramount Television (including Spelling Productions Inc.), CBS Enterprises, Infinity Radio, Viacom Outdoor and such other business units as may be added from time to time, and (ii) any business units managed by you as of the commencement of the Employment Term regardless of whether those units are listed in (i). You acknowledge that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ will be your Co-President and Co-Chief Operating Officer (the “Other Co-Chief Operating Officer”) and will manage the operations of the following business units of Viacom: (x) MTV Networks, Paramount Motion Picture Group, Paramount Parks, Showtime, BET, Simon & ▇▇▇▇▇▇▇▇ and such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ July 1, 2004 other business units as may be added from time to time, and (y) any business units managed by him as of the commencement of the Employment Term regardless of whether those units are listed in (x). You will have the authority, functions, duties, powers and responsibilities normally associated with your position, including, without limitation, (i) all of the powers, rights and functions with respect to supervising, coordinating and managing the business, operations and activities of the business units for which you are responsible; and (ii) decisions on hiring and firing of the personnel of such business units; subject, in each case, to the approval of the Chief Executive Officer of Viacom, as appropriate, and subject to required approvals and policies of the Board of Directors or the Compensation Committee of Viacom. You acknowledge that the Viacom officers in charge of the Viacom corporate functions will report to the Chairman, CEO and will, in the ordinary course of their duties, liaise with respect to such corporate functions with you and the managers of the business units for which you are responsible. You shall render your services under this Agreement from Viacom’s offices in the Los Angeles metropolitan area (except for services rendered during business trips as may be reasonably necessary), and you shall not be required to relocate outside of the Los Angeles metropolitan area. On the date on which the executive serving as the Chairman, CEO on the date of this Agreement resigns from the position of CEO (or ceases to serve in such position for any reason) but in any event no later than December 31, 2007: (i) you will be appointed the Chief Executive Officer of Viacom or the Co-Chief Executive Officer of Viacom (with the Other Co-Chief Operating Officer appointed as the other Co-Chief Executive Officer of Viacom); or (ii) you will be appointed as the sole President and Chief Operating Officer of Viacom (with the Other Co-Chief Operating Officer appointed as the Chief Executive Officer of Viacom).

Duties. The (a) Executive shall serve under perform such reasonable duties and functions as the President of the Company may lawfully assign to him, such duties being commensurate with the duties customarily performed by vice president—operations of companies, and Executive shall comply in the performance of his duties with the policies of the Chief Executive Officer, the Board of Directors of the Company (the “Company Board”) and the GP Board, and be subject to the direction of the Chief Executive Officer, President, the Company Board and the GP Board. Executive shall exercise all duties commonly performed by also serve, without additional compensation, as Vice President-Operations of the General Partner, Parent, the Partnership and each subsidiary of the Partnership and the General Partner. At the request of the GP Board, Executive shall serve as an executive officer, director and manager of a publicly traded company with any other member of the same or a comparable position. The US Shipping Group without additional compensation and, in the performance of such duties, Executive shall comply with all applicable laws and regulations, as well as all applicable Company the policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period board of Employment. directors or board of managers of each such entity. (b) During the Period of Employment and except for illnessTerm, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full his business timetime and attention, attention reasonable vacation time and skill exclusively absences for sickness excepted, to the business and affairs of the Company Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and its Affiliatesto the best of his ability. The Chief Notwithstanding anything herein to the contrary, Executive Officer shall review the may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of the Executive on at least an annual basis. The Executive will his duties hereunder and do not engage violate Section 9 hereof. (c) Nothing contained in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board this Section 6 or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the above, nothing elsewhere in this Agreement shall preclude the be construed to prevent Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director investing or member of a committee of any charitable or trading in non-profit organizationcompeting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or with prior approval other forms of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Companyinvestments.

Duties. The (a) During the Term, Employee agrees to serve Employer as its Vice President and Chief Operating Officer reporting to the Company’s Chief Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and EthicsOfficer, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and in such other executive capacities as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive agreed from time to time by the Company’s Board of Directors or a duly authorized committee thereof (the “Board”) and Employee; provided that (i) Employee’s duties shall at all times be limited to those commensurate with the foregoing offices, and (ii) Employee shall not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the Chief Executive Officer surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s requirement, in the normal course of business, to travel to the Employer’s other business locations. Employee shall serve, if elected, as a director of, and if agreed by Employee and the board of directors of the Company that are organization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the provisions duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 2 are hereinafter referred to as the “Services.” (b) 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 this Agreement. Notwithstanding Employer; provided that the aboveforegoing shall not restrict Employee’s rights to engage in passive investment activities, nothing in this Agreement shall preclude to serve on the Executive from devoting time during reasonable periods required for: 3.2.1. Serving boards of directors of other entities (so long as a director or member such activities are not violative of a committee of any charitable or non-profit organizationSection 6), or with prior approval of the Boardto engage in civic, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community other similar activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.

Duties. (a) The Executive Employee shall serve under competently and diligently manage the direction daily operations and perform the normal duties and responsibilities of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Vice President of the Company during the Period of Employment. During the Period of Employment which is engaged in providing insurance management, insurance and except for illnessreinsurance underwriting services, incapacityloss control services, reasonable vacation and holiday periodsmarketing to clients, and such other related duties and responsibilities consistent with the foregoing as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be reasonably assigned to the Executive him from time to time by the Board or the Chief Executive Officer President of the Company that are consistent with (the provisions “President”). (b) The Employee shall timely report to the President as may be reasonably requested of the Employee. (c) The Employee shall devote his full time, skills and best efforts to the performance of his duties hereunder, to the exclusion of all other employment activities, except as otherwise provided in this Agreement. Notwithstanding ; provided, however, that the above, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in Employee may manage his own passive investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as so long as they do such management does not interfere materially affect or interfere with the performance of his duties hereunder. (d) The Employee shall generally perform his duties from the Executiveoffices of the Company, which are currently located in the metropolitan area of Atlanta, Georgia. (e) During the term of this Agreement, the Employee acknowledges that he may also serve as Executive Vice President of the Company’s corporate parent(s), American Safety Holdings Corp. (“AS Holdings”) and American Safety Insurance Holdings, Ltd. (“ASIH”), or subsidiaries as the parties may mutually agree. The Employee shall receive no additional cash or equity compensation for acting in such other capacities. (f) The Company shall indemnify and hold harmless the Employee from and against all claims, suits, judgments and damages (“Losses”) asserted or claimed by affiliated or unaffiliated third persons or entities, arising out of the Employee’s good faith efforts to implement the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof). Notwithstanding the foregoing, however, the Company shall have no such obligation to indemnify the Employee for any Losses which arise as a result of any action or failure to act by the Employee through his gross negligence, willful misconduct or breach of duty of loyalty in connection with performance of his duties and obligations under this Agreement. The Employee shall not be held responsible or liable to the CompanyCompany (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof) for any losses or errors or omissions arising out of the performance of his duties in accordance with the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof) as communicated to the Employee from time to time in writing, except as a result of any action or failure to act by the Employee through his gross negligence, willful misconduct or breach of duty of loyalty in connection with the performance of his duties under this Agreement.

Duties. (a) The Executive shall agrees to serve under the direction of the Board as Executive Vice President and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Chief Actuary of the Company during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of 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 which are consistent with the Executive’s full position(s). The Executive agrees to devote substantially all his business time, attention and skill exclusively services to the business and affairs of the Company and its Affiliatessubsidiaries and to perform his duties to the best of his ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activity, and will perform faithfully accept directorships on the duties which may be assigned to board of directors of for-profit corporations without the Executive from time to time by the Board or prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company that are consistent or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as he shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer.

Duties. (a) The Company does hereby hire, engage, and employ Executive as Chief Executive Officer and President of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of Employment (as defined in Section 2), Executive shall serve under the direction Company in such position in conformity with the provisions of this Agreement, directives of the Board of Directors and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company corporate policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. During Executive shall have duties and authority consistent with Executive’s position as Chief Executive Officer and shall report to the Board of Directors of the Company (the “Reporting Relationship”). (b) Throughout the Period of Employment and except for illnessEmployment, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business his time, attention energy, and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of his duties for the Executive on at least an annual basis. The Executive will not engage in any Company, vacations and other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company that are consistent with the provisions of leave authorized under this AgreementAgreement excepted. Notwithstanding the aboveforegoing, nothing in this Agreement Executive shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging be permitted to (i) engage in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets affairs and (ii) make direct investments of any character in any non-competing business or businesses and to manage such investments or business entities in such form or manner that will (but not violate this Agreement or require services on the part of the Executive be involved in the operation or affairs day-to-day operations of any such business); provided, in each case, and in the business entities in which those investments are made. The above aggregate, that such activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties hereunder, and obligations further provided that Executive may invest in a publicly traded competing business so long as such investment does not equal or exceed one percent of the outstanding shares of such publicly traded competing business. (c) Executive hereby represents to the CompanyCompany that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (a) The Executive shall agrees to serve under the direction of the Board as Executive Vice President, General Counsel and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsChief Compliance Officer, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of EmploymentTerm. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowIn such capacity, the Executive shall devote all of 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 that are consistent with the Executive’s full position(s). The Executive agrees to devote substantially all his business time, attention and skill exclusively services to the business and affairs of the Company and its Affiliatesaffiliates and to perform his duties to the best of his ability. The Chief Executive Officer shall review At all times during the performance of this Agreement, the Executive on at least an annual basiswill adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive will may not engage in any other business activityaccept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and will perform faithfully the duties which may be assigned to the (b) Executive from time to time by the Board or promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company that are consistent and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement only until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions of this Agreement. Notwithstanding hereof as he shall be assigned by the above, nothing in this Agreement shall preclude the Chief Executive from devoting time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyOfficer.

Duties. The Executive 2.1 During the Employment Period, the Employee shall serve under be employed by the Company in the position of [ ] and shall be subject to the general supervision, direction and control of the [ ] and the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with Directors of the same or a comparable positionCompany (the “Board”). The Executive Employee shall comply with all applicable laws perform such duties as are customary and regulationsappropriate in such capacity or office, as well as such other duties commensurate with such capacity or office as shall from time to time be assigned to the Employee by the Board. The Employee shall cooperate with and follow all applicable lawful instructions of and the Board. The Employee shall not take, or cause the Company policies to take, any action which requires approval of the Board under the Revenue Sharing Agreement among ▇▇▇▇ ▇▇▇▇▇, the Company and procedurescertain other persons named therein (the “Revenue Sharing Agreement”), including without first obtaining the Code approval of Business Conduct the Board. 2.2 During the Employment Period, the Employee shall devote substantially all of the Employee’s business time, energies, attention and Ethicsability to the business of the Company, and shall faithfully serve and diligently perform the best interests duties of the Employee’s employment with the Company during and of any office or offices held by the Period of Employment. During Employee in the Period of Employment Company and except for illnessshall use his best efforts to promote, incapacity, reasonable vacation develop and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to extend the business and affairs of the Company and its AffiliatesAffiliates (as defined in Section 2.3 below). The Chief Executive Officer shall review It is understood and agreed that, without prior written approval from the performance of Board, the Executive on at least an annual basis. The Executive will Employee may not engage in any other business activityactivities during the period of the Employee’s employment by the Company, and will perform faithfully whether or not for profit or other pecuniary advantage. Notwithstanding the duties foregoing, the Employee may [(a) continue to engage in the activities currently conducted by the Employee which may be assigned for compensation that are briefly described on Exhibit A annexed hereto, subject to the Executive from time restrictions set forth in Exhibit A and the parties agree that the Employee’s engagement in such activities shall not be deemed to time be in violation of this Section 2 or Section 5 hereof (if applicable)]; (b) make personal or family related financial investments which do not involve any material active participation on the Employee’s part if such investments are made in compliance with Section 5.2 below; and (c) engage in charitable, educational, religious, civic, trade associations and similar types of activities; provided, however, that any such activities described in items (a), (b) and (c) above do not interfere with the Employee’s duties hereunder. Any director’s or other fees or compensation received by the Board Employee related to the activities described in the preceding sentence may be retained by the Employee without set-off, adjustment or diminution of his salary, incentive compensation or any other rights hereunder. 2.3 For purposes of this Agreement, an “Affiliate” of any person shall mean any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the Chief Executive Officer purpose of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The term “person”, for the purpose of this definition, shall include any corporation, partnership, limited liability company, trust or other entity but shall not include any individual. The Employee acknowledges that all references to an “Affiliate” of the Company that are consistent with shall include, without limitation, ▇▇▇▇ ▇▇▇▇▇ and any of its direct or indirect wholly owned or majority- owned subsidiaries. 2.4 For the provisions purposes of this Agreement. Notwithstanding , the above“Company” shall include the Company, nothing in this Agreement shall preclude and after the Executive from devoting time Effective Date, the Company’s subsidiaries and affiliates. 2.5 The Company will not (a) substantially reduce the number of days per annum for which the Employee is permitted to telecommute (as compared to the approximate average number of telecommuting days per annum during reasonable periods required for: 3.2.1. Serving as a director or member the Employee’s period of a committee of any charitable or non-profit organizationemployment with the Company), or with prior approval of (b) substantially reduce the Board, any other for-profit organizationEmployee’s percentage participation in the Company’s incentive compensation plans or programs (as compared to such percentage in the most recent bonus period commencing on or after the Effective Date), in each case involving no actual or potential conflict of interest case, without discussing such reduction(s) with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the CompanyEmployee.

Duties. The Company shall employ the Executive, and the Executive shall serve under the direction of the Board and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulationsserve, as well as all applicable Company policies President and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests Chief Operating Officer of the Company during the Period of EmploymentEmployment Term (as hereinafter defined). During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided belowTerm, the Executive shall devote all perform such duties and functions as the Company's Board of Directors (the Executive’s full business time, attention and skill exclusively to the business and affairs "Board of the Company and its Affiliates. The Directors") or Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be assigned to the Executive from time to time determine and the Executive shall comply in the performance of his duties with the policies, and be subject to the direction, of the Board of Directors and the Chief Executive Officer of the Company. Except as may be expressly otherwise consented to in writing by the Board of Directors or the Chief Executive Officer of the Company that are consistent with the provisions of this Agreement. Notwithstanding the aboveCompany, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1covenants and agrees to and shall devote his full working time, attention and efforts toward the performance of his duties and responsibilities hereunder. Serving The Executive shall not, directly or indirectly, without the prior consent of the Board of Directors, which shall not be unreasonably withheld, as a director owner, partner, joint venturer, stockholder, employee, consultant, corporate officer or member of a committee of any charitable director, engage or non-profit organizationbecome financially interested in, or be concerned with prior approval of the Board, any other for-profit organization, in each case involving no actual duties or potential conflict of interest with the Company; 3.2.2. Delivering lectures and fulfilling speaking engagements; 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in pursuits which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of his duties hereunder, or which even if non-interfering, may be inimical or contrary to the Executive’s best interests of the Company. This provision does not prohibit the Executive from owning, directly or indirectly, up to five percent (5%) of the outstanding capital stock of any publicly traded company. In addition to the above duties and obligations functions, after one year of Executive's employment with the Company, the Board of Directors shall consider nominating Executive to serve as a member of the Board of Directors. Nothing herein shall be deemed to assure Executive of his being elected, designated, or nominated to serve as a director of the Company.

Duties. The Executive shall serve under 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 direction general supervision and control of the Board Company’s board of directors and Chief Executive Officer. Executive shall exercise all duties commonly performed by an executive be responsible and report only to the Company’s board of a publicly traded company with the same or a comparable positiondirectors and Chief Executive Officer. The Company’s board of directors and Chief Executive Officer, in their sole and absolute discretion, shall comply with all applicable laws determine Executive’s duties and regulations, responsibilities and may assign or reassign Executive to such duties and responsibilities as well as all applicable Company policies and procedures, including it deems in the Code of Business Conduct and Ethics, and shall faithfully serve the Company's best interests of the Company during the Period of Employmentinterest. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business timeher full-time attention, attention energy, and skill exclusively during normal business hours to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review not, during the performance of the Executive on at least an annual basis. The Executive will not engage Employment Term, as that term is defined below, be actively engaged in any other business activity, and will perform faithfully except with the duties which may be assigned to the Executive from time to time by the Board or the Chief Executive Officer prior written consent of the Company’s board of directors. During the term of this Agreement, Company that are consistent with shall continue its business activities in substantially the provisions same manner as had existed during the twelve month period immediately preceding the date of this Agreement. Notwithstanding Company shall not transfer its business operations to any affiliate or nonaffiliate of Company during the aboveterm of the Agreement. Executive shall devote Executive’s full-time attention, nothing 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. Nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods required for: 3.2.1. Serving (a) serving as a director or member of a committee of any charitable organization or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case corporation involving no actual or potential conflict of interest with the interests of the Company; 3.2.2. Delivering lectures (b) serving as a consultant in her area of expertise (in areas other than in connection with the business of the Company), to government, industrial, and fulfilling speaking engagements;academic panels where it does not conflict with the interests of the Company; and 3.2.3. Engaging in charitable and community activities; or 3.2.4. Investing the Executive’s (c) managing her personal assets in investments or business entities engaging in any other non-competing business; provided that such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the regular performance of the Executive’s her duties and obligations to responsibilities under this Agreement as determined by the Company.

Duties. The (a) During the Term, Executive shall serve under the direction as a Co-President of the Board Company, with such authority and shall exercise all duties commonly performed by an executive of a publicly traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures, including the Code of Business Conduct and Ethics, and shall faithfully serve the best interests of the Company during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, and as provided below, the Executive shall devote all of the Executive’s full business time, attention and skill exclusively to the business and affairs of the Company and its Affiliates. The Chief Executive Officer shall review the performance of the Executive on at least an annual basis. The Executive will not engage in any other business activity, and will perform faithfully the duties which may be are assigned to the Executive from time to time by the Board of Directors of Parent (the “BOARD”) or the 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 are consistent with any such CEO hiring may result in a readjustment of Executive’s title, authority, duties and responsibilities for the provisions 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 this Agreementsuch 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. Notwithstanding Executive will work principally in the aboveLos Angeles, nothing in this Agreement California offices of the Company, but will also conduct such business travel as is reasonably required to fulfill his or her duties hereunder. During the Term, Executive shall report to the Board and/or the CEO. (b) During the Term, Executive shall devote substantially all his or her working time, attention, skill and efforts to the business and affairs of the Company, will use his or her best efforts to promote the success of the Company’s business, and shall not enter the employ of or serve as a consultant to, any other company; provided, however, the foregoing shall not preclude the Executive from devoting a reasonable amount of time during reasonable periods required for: 3.2.1. Serving as a director or member of a committee of any charitable or non-profit organization, or with prior approval of the Board, any other for-profit organization, in each case involving no actual or potential conflict of interest with the Company; 3.2.2. Delivering lectures to managing Executive’s investments and fulfilling speaking engagements; 3.2.3. Engaging in personal affairs and to charitable and community civic activities; or 3.2.4. Investing the Executive’s personal assets in investments or business entities in such form or manner that will not violate this Agreement or require services on the part of the Executive in the operation or affairs of the business entities in which those investments are made. The above activities will be allowed as long as they do not materially affect or interfere with the performance of the Executive’s duties and obligations to the Company.