Common use of Duties Clause in Contracts

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties During the Term, the Executive shall be such serve in the Position and perform all duties and responsibilities as services commensurate with the CompanyPosition, through its Board and such other duties reasonably assigned or delegated to him under the By-laws of Directors the Employer or otherwise, shall specify from time to timetime by the Board or the Employer’s Chief Executive Officer and consistent with the Position. Employee The Executive shall have such authority, discretion, power devote all of the Executive’s business time and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject attention to the general supervision and control performance of the CompanyExecutive’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 duties under this Agreement and, during the term of this AgreementTerm, will the Executive shall not engage in any other business activityenterprise that requires any significant amount of the Executive’s personal time or attention, except as set forth hereinunless the Board gives him its prior written permission. Nothing The Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the ethical rules, regulations, policies, codes of conduct, procedures and instructions in this Agreement shall preclude Employee effect from devoting time to time relating to the activities listed conduct of employees of the Employer and/or its Affiliates (as defined below). The foregoing provision shall not prevent the Executive’s purchase, provided ownership or sale of any interest in any business that does not compete with the activities business of the Employer, or its Affiliates, or the Executive’s involvement in charitable or community activities, provided, that (i) do the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of Employee’s his duties and responsibilities under this Agreement; , (ii) there is no conflict of interest with the interests a material portion of the Companytime devoted by the Executive to charitable or community activities are devoted to charitable or community activities within the Employer’s market area, and (iii) if Employee receives direct compensation for an activity set forth such conduct complies in subsection (d)all material respects with applicable policies of the Employer and its Affiliates. For purposes of this Agreement, below, such activity has been disclosed in writing by the Employee and approved by the Company’s Chief Executive Officer (the term “CEO”) as set forth herein: Affiliate” includes (a) serving as a director or corporation that is a member of a committee the same controlled group of any organization or corporation; corporations (within the meaning of Section 414(b) of the Code) as the Employer, (b) serving as a consultant in his area trade or business (whether or not incorporated) under common control (within the meaning of expertise to governmentSection 414(c) of the Code) with the Employer, industrial, and academic panels; (c) managing personal investments; or any organization (whether or not incorporated) that is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) that includes the Employer, a corporation described in clause (a) of this paragraph or a trade or business described in clause (b) of this paragraph, and (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees entity that is required to disclose in writing be aggregated with the Employer pursuant to regulations promulgated under Section 414(o) of the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameCode.

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. 3.1 The Employee will devote his full time, attention, and energies to the Company’s business andshall, during the term of this Agreementhis employment with the Company, will not engage in any other and subject to the direction and control of the Board, report directly to the Board and shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as are reasonably associated with his executive position or as may be reasonably assigned or delegated to him from time to time by the Board, consistent with his position as President and Chief Executive Officer. In general, Employee shall have management authority with respect to, and responsibility for, the overall operations and day-to-day business activity, except as set forth herein. Nothing in and affairs of the Company and all major operating units. 3.2 During the term of this Agreement shall preclude and excluding periods of vacation and sick leave to which the Employee from devoting is entitled, the Employee agrees to devote substantially all of his business time and attention to the activities listed belowaffairs of the Company and, provided to the activities (i) do extent necessary to discharge the responsibilities assigned hereunder, use his best efforts in the performance of his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) subject to Article VII hereof, serve on the performance board of Employee’s duties and responsibilities under this Agreement; directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) there deliver lectures or otherwise participate in speaking engagements, and (iii) manage his personal investments and affairs. 3.3 Employee shall undertake regular travel to the Company’s executive and operational offices, and such other occasional travel within or outside the United States as is no conflict of interest with or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company, and (iii) if Employee receives direct compensation all airplane travel shall be first or business class, or otherwise fully reimbursed at cost, to the extent that such reimbursements do not exceed the approximate equivalent published fare for an activity set forth first or business class. Other expenses shall be reimbursed in subsection (d), below, such activity has been disclosed in writing by the Employee and approved by accordance with the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity policies for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameexecutive travel.

Duties. Employee’s duties shall be Employee hereby agrees to perform such duties as are customarily associated with and responsibilities incidental to the position described in Section 2 and as the Company, through its Board of Directors or otherwise, shall specify may be assigned to him/her from time to time. time by the employees of the Company to whom Employee is responsible. (a) Employee shall have such authority, discretion, power devote substantially all his/her full business time and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject efforts to the general supervision business and control interest of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during . (b) During the term of this Agreement, will Employee shall not engage in any other activity that would be inconsistent with such duties or with the objectives and business activityof the Company 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, except as set forth herein. Nothing he/she shall disclose his/her interest in this Agreement shall preclude Employee from devoting time 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 listed beloware disclosed to the Company, provided and, in the activities (i) reasonable discretion of the Company’s General Counsel from time-to-time, do not materially interfere with the performance of the Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of for 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or. (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to acknowledges the receipt of the Company’s CEO any non-competing business activity for Employee Manual, Code of Ethics and Stock Trading Policy, the terms of which Employee receives or understands and agrees to be bound. Employee shall receive direct compensation. Approval of such business activity shall be granted adhere to all other written policies, rules and regulations established by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties Company from time 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 sametime.

Duties. Employee’s duties During the Term (as defined below), Employee shall be such duties employed as President and responsibilities as Chief Executive Officer of Employer. Employee shall report to the Company, through its Chairman of the Board of Directors or otherwise, shall specify of Employer. Employee agrees to diligently and honestly exercise his business judgment in the discharge of the duties as are customary to this position as those duties are determined from time to time. Employee shall have such authority, discretion, power time by the Board of Directors of the Employer (the “Board”) and responsibility, to fully comply with all laws and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject regulations pertaining to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term performance of this Agreement, will 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 engage in any other business activitylimited to, except as set forth hereinthe provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Nothing in this Agreement shall preclude Employee from devoting agrees to devote his full work time and best efforts to the activities listed below, provided the activities (i) do not materially interfere with the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, as President 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 (of Employer. Employee will not, during the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engagingTerm, directly or indirectly, engage in any other non-competing 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 agrees 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 disclose in writing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval Securities Exchange Act of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 same1933.

Duties. Employee’s duties shall be 2.1 The Employee agrees to assume such duties and responsibilities as may be consistent with the Company, through its position of the Executive Vice President and Chief Operating Officer of the Bank and as may be assigned to the Employee by the Board of Directors of the Bank or otherwise, shall specify the President or Chief Executive Officer of the Bank or by the by-laws of the Bank from time to time. No change in the duties of the Employee shall have such authority, discretion, power and responsibility, and shall be entitled in any way diminish the compensation payable to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject him pursuant to the general supervision and control provisions of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. paragraph 4 hereof. 2.2 The Employee will agrees to devote his full time, attentionskill, attention and energies and his best efforts to the Company’s business and, during the term performance of his duties under this Agreement, will consistent with practices and policies established from time to time by the Bank. The Employee agrees, in addition to the covenants concerning Non-Competition contained in paragraph 15, that he shall not engage in any other business activityactivity (including, except as set forth herein. Nothing in this Agreement shall preclude without limitation, participation by the Employee from devoting time to the activities listed below, provided the activities on any unaffiliated profit or non-profit board of directors) except: (i) do upon the prior written notice to and consent of the Board of Directors of the Bank, or (ii) solely as an investor in real or personal property, the management of which shall not materially interfere with detract from the performance of Employee’s his duties and responsibilities under this Agreementhereunder; (ii) there is no conflict of interest with provided, however, that 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 engagement by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall at all times be granted in conformity with the Bank’s Code of Ethics, as the same may be amended or supplemented from time to time. Notwithstanding anything herein to the contrary, the Employee shall terminate any such activity upon reasonable request by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameBank.

Duties. Employee’s duties (a) The Company hereby engages Employee to serve as its COO to be responsible for the following: (i) the Company's operational aspects; (ii) assist and support the Company's research and development activities; (iii) assist in the management of the Company's business and development; and (iv) to perform other tasks, as shall be such duties and responsibilities as the Companydetermined, through its Board of Directors or otherwise, shall specify from time to timetime by the Company's board of directors (the "DUTIES"). During the term hereof, Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board 's CEO. (b) In addition to the discharge of Directors. The her Duties hereunder in the premises of the Company, Employee will devote his full time, attentionshall make her services hereunder available by telephone during normal business hours, and energies at such times or at such other places as may mutually be agreed upon between the Company and the Employee. Without derogating from the foregoing, at the request and pursuant to the instructions of the Company’s business and, during Employee shall discharge her Duties and/or perform any specific task hereunder outside of Israel. (c) Employee shall provide the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement services hereunder on a full-time basis and shall preclude Employee from devoting devote all necessary time and attention to the activities listed below, provided furtherance of the activities (i) do not materially interfere with the performance of Employee’s duties business 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 shall perform her Duties diligently and promptly for an activity set forth in subsection (d)the benefit of Company, below, such activity has been disclosed in writing by the Employee strictly and approved by faithfully upholding the Company’s Chief Executive Officer ('s policies. During her engagement hereunder, Employee shall not, without prior written consent of the “CEO”) as set forth herein: (a) serving as a director board of directors, undertake or member of a committee of accept any organization other paid or corporation; (b) serving unpaid employment, occupation or services as a consultant or otherwise, or engage in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engagingor be associated with, directly or indirectly, in any other businesses, duties or pursuits, including without limitation, any academic occupation except for strictly de-minimis non-competing business. Employee agrees to disclose in writing to the Company’s CEO any commercial or non-competing business activity for activities, which Employee receives or shall receive direct compensation. Approval do not affect the adequate performance of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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's obligations hereunder.

Duties. a. Employee shall have the duties, authorities and responsibilities forth in Exhibit B attached to this Agreement. Employee’s principal place of employment with the Company shall be at the Company’s offices, currently at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, provided that Employee understands and agrees that Employee may be required to travel from time to time for business purposes. b. Employee shall devote Employee’s full business time, energy, business judgment, knowledge, skill and best efforts to the performance of Employee’s duties shall be such duties with the Company Group, in conformance with rules and responsibilities as policies of the Company, through its Board of Directors or otherwise, shall specify Company Group in effect from time to timetime and otherwise provided or made available to Employee. Employee shall have such authoritywill not, discretionduring the Term, power and responsibilitydirectly or indirectly engage in any other business, and shall be entitled to officeeither as an employee, secretarial and employer, consultant, principal, officer, director, advisor or in any other facilities and conditions of employmentcapacity, as are customary either with or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitieswithout compensation, subject to without the general supervision and control prior written consent of the Company’s Board of DirectorsDirectors (the “Board”). However, Employee may devote reasonable time to activities such as supervision of personal investments and activities involving professional, charitable, civic, educational, religious and similar types of activities, speaking engagements and membership on other boards, provided such activities do not interfere in any material way with the business of the Company Group and provided further that Employee cannot serve on the board of directors of (or provide services to) any publicly traded company without the written consent of the Board, which shall not be unreasonably withheld. The time involved in such activities shall not be treated as vacation time. Employee shall be responsible and report entitled to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies keep any amounts paid to the Company’s business and, during the term of this Agreement, will not engage him in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the connection with such activities (i) do not materially interfere with the performance of Employee’s duties such as director fees 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 (dhonoraria), 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties shall be such duties and responsibilities as 3.1 During the Companyterm of the Appointment, through its Board of Directors or otherwise, shall specify from time to time. the Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such the following duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 hereinobligations: (a) serving as a director or member responsibility in relation to agreed objectives and projects, including, without limitation, responsibility for budgets, strategies and projects for the area of a committee of any organization or corporationthe Company’s business for which the Employee is requested by the Manager to consider and implement; (b) serving as a consultant in his area at all times to use all reasonable endeavours to promote the interests and welfare and maintain the goodwill of expertise the Company and not to government, industrialdo, and academic panelsto exercise all reasonable endeavours to prevent there being done, anything which may be prejudicial or detrimental to the Company; (c) managing personal investments; orfaithfully and diligently to perform his duties and to exercise and carry out such powers and functions as may from time to time reasonably be vested in him by or under the authority of the Manager; (d) engagingto devote the whole of his working time and attention and the full benefit of his knowledge, directly expertise and skills in the proper performance of his duties (unless on holiday as permitted by this Agreement or indirectly, in any other nonprevented by ill-competing business. Employee agrees health or accident); (e) to disclose give (in writing if so requested) to the Company’s CEO any non-competing business activity for which Employee receives Manager, or shall receive direct compensation. Approval to such person(s) as it may direct, such information and explanations regarding the affairs of such business activity shall be granted the Company or matters relating to the Appointment as the Manager may reasonably require; (f) to comply with all lawful and reasonable directions from time to time given to him by the CEO within 30 Company and, save as inconsistent with the express terms of this Agreement, all applicable rules and regulations from time to time laid down by the Company concerning its employees; and (thirtyg) days to comply with Schedule 1 – copyright and inventions. 3.2 The Employee shall attend and work at the place of receipt business of Employee’s disclosure unless the CEO determines, Company in good faith, that there is an irreconcilable conflict of interest India or such activity materially interferes with other location within a reasonable commuting distance of India as the Company shall require and shall visit such other places (whether within or outside the United Kingdom) in the manner and on the occasions reasonably required from time to time by the company. 3.3 The hours of work of the Employee are not measured but the Employee would normally be expected to be available during the usual working hours of the Company and to work such hours as may reasonably be necessary to enable him properly to discharge his duties. 3.4 The Employee shall (without further remuneration and in addition to the Employee’s duties to the Company. Such activities shall be deemed approved ) if and for so long as the CEO fails Company requires during the Appointment carry out any duties assigned to respond the Employee in relation to Employee’s disclosure within 30 (thirty) days of receipt of same.any Group Company;

Duties. Employee’s The Employee shall perform all duties shall be such duties in accordance with the articles and responsibilities as by-laws of the Company, through its Board the instructions of Directors or otherwisethe Board, shall specify and all of the Company’s policies and codes of conduct, rules and regulations in effect from time to time. In addition to the duties and responsibilities associated with his position, the Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such other duties and responsibilities, subject responsibilities consistent with the position as may be assigned to him by the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report from time to the Company’s Board of Directorstime. The Employee will devote his Board retains full time, attention, and energies authority to change the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under and to assign new duties and responsibilities to the Employee, subject to the terms of this Agreement. Employee shall, subject to the provisions of this section, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company’s business and interests and to the discharge of his duties and responsibilities outlined above The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded corporations so long as such investment is and remains passive and does not exceed one (1) percent of the outstanding shares listed. Further, the Employee may serve on a limited number of boards of directors of companies unrelated to the Company and invest in privately held corporations provided such opportunities: (i) are reviewed and approved by the Board prior to acceptance/implementation; (ii) there is no do not conflict of interest with the interests of the Company, and ’s interests; (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes do not interfere with Employee’s discharge of his duties and responsibilities under this Agreement and (iv) as it relates to investments in privately held corporations, so long as such investment is and remains passive and does not exceed five (5) percent of 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 sameoutstanding shares.

Duties. Employee’s duties During the Employment Period, Employee shall be such duties and responsibilities serve as the Company, through its Board President and Chief Operating Officer of Directors or otherwise, shall specify from time to timeLLC. Employee shall have such authorityreport directly to the Chief Executive Officer of LLC and Employee’s principal place of employment shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, discretion▇▇▇ ▇▇▇▇, power ▇▇ (the “Principal Location”). Subject to the direction of and responsibilityreporting to the Chief Executive Officer of LLC, Employee shall perform all services, acts or things advisable to manage and conduct the day-to-day operations of LLC, and shall be entitled to officesuch other areas consistent with his title as the Chief Executive Officer of LLC may request, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. it being understood that Employee shall diligently not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the best interests of the shareholders of the LLC or ▇▇▇▇. During the Employment Period, Employee agrees to perform his duties hereunder faithfully and faithfully execute and perform such duties and responsibilities, subject to the general supervision best of his ability and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full professional working time, attention, attention and energies to the Companytransaction of the Employer’s business andbusiness, during in each case subject to the term of this Agreementterms hereof. During the Employment Period, will Employee shall not engage be employed or otherwise engaged in any other business activityor enterprise without the written consent of the Employer. Notwithstanding any other term hereof, except as set forth herein. Nothing in this Agreement but subject to the terms and provisions of Sections 8, 9 and 10, nothing contained herein shall preclude Employee from devoting time to the activities listed below, provided the activities (i) engaging in charitable activities and community affairs, (ii) managing his personal and family investments and affairs or (iii) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employer (it being understood that a reasonable number would be one public company board and one private company board), in each case as long as such activities do not materially interfere with the performance discharge of Employee’s his 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 (dSection 1(b), 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. EmployeeExecutive shall devote substantially all of Executive’s duties working time, attention and efforts to the business and affairs of the Company (which shall include service to its affiliates), except during any paid vacation or other excused absence periods. Executive shall not engage in outside business activities (including serving on outside boards or committees) 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 such duties and responsibilities permitted to (i) act as the Companya director of Draken International, through its Board Inc., member or manager of Directors or otherwiseJDI Holdings, shall specify from time to time. Employee shall have such authority, discretion, power and responsibilityLLC, and shall be entitled an officer, director and shareholder of Rook Holdings, Inc.; (ii) have a direct and/or indirect ownership interest in non-competing companies and, to officethe extent any such companies are majority-owned by the Executive, secretarial 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 facilities 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 conditions of employmentlegal affairs, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitiesin each case, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in compliance with this Agreement shall preclude Employee from devoting time to the and provided that such activities listed below, provided the activities (i) do not materially interfere with the Executive’s performance of EmployeeExecutive’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest hereunder or violate any restrictive covenants applicable to Executive pursuant to any written agreement with the interests of Company (including, without limitation, the Company, and (iii) if Employee receives direct compensation for an activity restrictive covenants set forth in subsection (dSection 5), below, such activity has been disclosed in writing . Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) Company from time to time, in each case as amended from time to time, as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrialwriting, and academic panels; as delivered or made available to Executive (c) managing personal investments; or (d) engagingeach, directly or indirectlya “Policy”), provided that the terms of such Policies do not conflict with the terms of this Agreement, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or case this Agreement shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samecontrol.

Duties. Employee’s duties OWNER shall not knowingly violate, or knowingly direct UBEM to violate, any federal, state or local law, ordinance, ruling, regulation, or permit applicable to the Plant, the Production Process, or employees. OWNER shall, at its sole expense, (i) procure all grains and raw materials necessary for the Production Process on terms determined by OWNER, (ii) market, sell, or otherwise dispose of all Products on terms determined by OWNER, (iii) provide or cause to be such duties and responsibilities as the Company, through its Board of Directors provided all personnel (other than UBEM employees or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as agents which are customary necessary or appropriate to Employeethe performance of UBEM’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitiesservices under this Agreement, subject all of whom shall be provided by UBEM at UBEM’s cost), services, repairs, equipment and other properties which UBEM, in its reasonable opinion, deems necessary or advisable (x) for the Production Process and the reasonable minimization of operational costs or the reasonable maximization of production rates and efficiency, (y) for the performance of UBEM’s duties hereunder, or (z) necessary to comply with any federal, state or local law, ordinance, ruling, regulation or permit applicable to the general supervision Plant, (iv) handle all administrative, legal and control financial matters relating to the ownership and operation of the CompanyPlant, (v) prepare and submit to UBEM the Capital and Operating Budgets for the Plant for the forthcoming year in accordance with paragraph 4(b), and (vi) reasonably assist UBEM in the performance of its duties under this Agreement including, without limitation, by providing the following: (1) an accurate and complete copy of any and all contracts, permits, and other obligatory instruments of OWNER which are related to UBEM’s Board of Directors. Employee duties under this Agreement, and UBEM and Plant Manager shall be responsible deemed to have “knowledge” or “actual knowledge” for purposes of this Agreement of all such contracts, permits and report other instruments upon receipt of the same; (2) a written semi-annual review and evaluation of UBEM’s overall performance hereunder, in a form and content reasonably agreed upon by the Parties, within thirty (30) days after the end of the second and fourth fiscal quarters of each fiscal year, including review of the Plant Manager’s performance of Plant Manager’s duties under paragraph 9; (3) reasonable office space, furniture, telephone, computer, printer and other reasonable office equipment for the Plant Manager; and (4) prepare and submit to the CompanyUBEM monthly operating financial statements no later than thirty (30) days after month’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, end during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this paragraph 4(a) or otherwise in this Agreement is intended or shall preclude Employee be interpreted as prohibiting or restricting OWNER from devoting time to discontinuing, in whole or in part, and whether permanently or temporarily, 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 operation of the CompanyPlant, 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of with such business activity shall decision to be granted by the CEO within 30 (thirty) days of receipt of EmployeeOWNER’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samesole discretion.

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. (a) The Employee shall have such authority, discretion, power and responsibilityserve the Employer, and shall be entitled to officeits affiliates and associates as such terms are defined in the Business Corporations Act (Ontario) (collectively “Affiliates”), secretarial and other facilities and conditions of employment, as are customary in such capacity or appropriate to Employee’s position. Employee shall diligently and faithfully execute capacities and perform such duties and responsibilitiesexercise such powers pertaining to the management and operation of the Employer and any of its Affiliates as may be determined from time to time by the Chair of the 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 general supervision Employee’s employment relationship is and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere remain exclusively with the performance of Employer. (b) The Employee’s duties and responsibilities under upon commencing employment shall include the following: (i) All duties and responsibilities outlined in Schedule A to this Agreement; ; (ii) there is no conflict of interest Carry out his/her duties and responsibilities with the interests highest level of the Companyintegrity and judgment, and exercise at all times the care, skill and diligence consistent with the Employer’s policies regarding quality and service; (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing 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 approved by agrees that in the Company’s Chief Executive Officer (event that an appointment to the “CEO”) Board of Directors of the Employer or as set forth herein: (a) serving an officer of the Employer or as a director or member of a committee officer of any organization one or corporationmore 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; (biv) serving Be knowledgeable of, enforce and abide by the Employer’s policies and practices as a consultant in his area they may be amended from time to time; (v) Use best efforts to promote the interests and goodwill of expertise the Employer and not act or fail to governmentact, industrialor make or fail to make any statement, and academic panels;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 position then held by the Employee. (c) managing personal investments; orThe Employee hereby confirms that he/she is qualified and competent to perform the duties and services as described in this Agreement. The Employee agrees to provide and perform his/her duties and services to the Employer in a faithful and diligent manner, to the best of his/her ability and on a full time basis. The Employee also agrees to devote all of his/her business time, attention, skill and effort exclusively to the Employer’s business at all times in compliance with the policies, procedures, directions and instructions given to the Employee by the Employer. (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with The Employee’s duties to the Company. Such activities and services shall be deemed approved if the CEO fails to respond to performed and provided at such times and for such length of time as prudent management will require. The Employee’s disclosure within 30 hours of work may vary and be irregular so as to ensure the objectives of the Employee’s employment are met. In accordance with the provisions of the Employment Standards Act, 2000 (thirty) days Ontario), as amended or replaced from time to time (“ESA”), in light of receipt the Employee’s position overtime is not payable for hours worked in excess of samethe Employee’s regular hours.

Duties. EmployeeWhile employed hereunder, Executive’s duties shall be commensurate with the position held by Executive, and shall generally not be less than those in effect immediately prior to the Effective Time with respect to the operations of the Company and its subsidiaries, 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. While employed hereunder, Executive shall devote his full business time to the performance of his duties and responsibilities as hereunder and shall faithfully and diligently endeavor to promote the business of the Company and Monex. During Executive’s employment with the Company, through its Board of Directors or otherwisethe Executive may not, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to without the general supervision and control prior written consent of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 “Monex CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, operate, participate in the management, operations or control of, or act as an executive, officer, consultant, agent or representative of, any type of competitive business or service (other non-competing business. Employee agrees to disclose in writing than as an executive of the Company); provided that the Executive may, to the Companyextent not otherwise prohibited by this Agreement, devote such amount of time as does not interfere or compete with the performance of the Executive’s CEO duties under this Agreement to any non-competing business activity for which Employee receives one or shall receive direct compensation. Approval more of the following activities: (i) investing the Executive’s and his family’s personal assets in such business activity shall manner as will not require significant services to be granted rendered by the CEO within 30 Executive in the operation of the affairs of the companies in which investments are made; and (thirtyii) days engaging in community and charitable activities. Executive shall only be permitted to serve as an independent director on one or more boards of receipt directors of Employee’s disclosure unless other corporations with the CEO determinesprior approval of the Monex CEO, in good faithexcept Monex agrees that Executive may continue to serve on the board of directors of gMed, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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.Inc.

Duties. Employee’s duties (a) The Company hereby engages Employee to serve as its CTO to be responsible for the following: (i) the technological aspect of the Company's research and development; (ii) preparation and demonstration of scientific presentations and as otherwise may be determined by the Company; (iii) assist and support the management and operation of the Company's business and development; and (iv) to perform other tasks, as shall be such duties and responsibilities as the Companydetermined, through its Board of Directors or otherwise, shall specify from time to timetime by the Company's board of directors (the "DUTIES"). During the term hereof, Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board 's. (b) In addition to the discharge of Directors. The his Duties hereunder in the premises of the Company, Employee will devote shall make his full time, attentionservices hereunder available by telephone during normal business hours, and energies at such times or at such other places as may mutually be agreed upon between the Company and the Employee. Without derogating from the foregoing, at the request and pursuant to the instructions of the Company’s business and, during Employee shall discharge his Duties and/or perform any specific task hereunder outside of Israel. (c) Employee shall provide the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement services hereunder on a full-time basis and shall preclude Employee from devoting devote all necessary time and attention to the activities listed below, provided furtherance of the activities (i) do not materially interfere with the performance of Employee’s duties business 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 shall perform his Duties diligently and promptly for an activity set forth in subsection (d)the benefit of Company, below, such activity has been disclosed in writing by the Employee strictly and approved by faithfully upholding the Company’s Chief Executive Officer ('s policies. During his engagement hereunder, Employee shall not, without prior written consent of the “CEO”) as set forth herein: (a) serving as a director board of directors, undertake or member accept any other paid or unpaid employment, occupation of a committee of any organization or corporation; (b) serving services as a consultant or otherwise, or engage in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engagingor be associated with, directly or indirectly, in any other businesses, duties or pursuits, including, without limitation, any academic occupation, except for strictly de-minimus non-competing business. Employee agrees to disclose in writing to the Company’s CEO any commercial or non-competing business activity for activities, which Employee receives or shall receive direct compensation. Approval do not affect the adequate performance of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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's obligations hereunder.

Duties. Employee’s duties (a) You shall be such duties serve as President and responsibilities as Chief Operating Officer of the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board and/or such other officers or individuals as it may designate, and shall provide such services customarily expected of Directorssuch office and as may be reasonably requested by the Board (or its designee) from time to time. Employee Your principal office shall be responsible located in Midland, Texas. (b) During the Term, you shall devote your full business time, energies and report attention to the business and affairs of the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to its subsidiaries (collectively, the “Windsor Group” or the “Windsor Companies” and each of them, individually, a “Windsor Company’s business and”), during the term of this Agreement, will and you shall not engage be engaged in any other business activityactivities; provided, except however, that you shall be permitted to engage in such charitable activities and other limited business activities as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) both do not materially interfere with the performance of Employee’s your duties and responsibilities under this Agreementagreement and are approved in writing by the Board. (c) You shall: (i) provide services hereunder to the best of your skills or ability and in an efficient manner and devote such time and effort to the business and affairs of the Company as necessary or advisable to perform your duties hereunder; (ii) there act in a manner which you in good faith believe is no conflict of interest with in the best 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 implement any business plan adopted by the Employee Company and approved by then in effect; (iv) perform your duties hereunder in good faith; (v) keep the Company reasonably informed on all matters that are material to the Company; (vi) be subject to, and comply with, the Company’s Chief Executive Officer and the Windsor Group’s rules, practices and policies applicable to executive employees as reflected in the employee handbook, codes of conduct, compliance policies or otherwise; and (vii) cause the “CEO”) as set forth herein: (a) serving as a director or member Company to comply with all applicable laws and regulations and monitor the development, maintenance, operation and management of a committee the business of any organization or corporation; (b) serving as a consultant in his area of expertise the Company to governmentensure such development, industrialmaintenance, operation and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes management complies with Employee’s duties 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 sameall applicable laws.

Duties. Employee(a) Executive shall serve iGTI as President and Chief Executive Officer and agrees to serve in the same positions with iGATE and to promote the Company’s duties shall interests, be responsible for such duties as are commensurate with and responsibilities required by such positions, and any other duties as may be assigned to Executive by the Company, through its Board board of Directors or otherwise, shall specify directors of iGATE (the “Board”) from time to time. Employee shall have such authority, discretion, power and responsibility, and shall Executive will be entitled to office, secretarial and other facilities and conditions responsible for the day-to-day business operations of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitiesthe Company, subject to the general supervision and control 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 be nominated for reelection as a member of the Board as Executive’s term as director expires. (c) Executive agrees to perform his duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his best efforts to advance the business and goodwill of the Company’s Board . Executive agrees to devote all of Directors. Employee shall be responsible his business time, skill, energy and report attention exclusively to the Company’s Board business of Directors. The Employee will devote his full time, attentionthe 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 energies (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 approval in writing. (d) During the Company’s business andtime Executive is employed with iGTI, during the term of this Agreement, he will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing his own account or be employed by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees Person, or render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to disclose in writing to or for any other Person without the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval prior written approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameiGTI.

Duties. Employee’s duties shall As of the Effective Date, Executive agrees to continue to be such duties and responsibilities as employed by the Company, through its Board of Directors or otherwise, shall specify from time Company pursuant to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities the terms and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement. During the Term (as defined below), will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities Executive agrees that he shall: (i) do not materially interfere with faithfully and to the performance best of Employee’s his ability perform all of the duties and responsibilities under that may be required of him pursuant to this Agreement; (ii) there is no devote substantially all of his business time and attention to the performance of Executive’s duties hereunder; and (ii) not engage in any other business, profession or occupation for compensation or otherwise which would conflict of interest or interfere with the interests performance of the Companysuch services, 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, either directly or indirectly, without the prior written consent of the Reporting Party. Notwithstanding the foregoing, nothing in this Agreement will prevent Executive (A) from engaging in civic, charitable or religious activities or accepting speaking or presentation engagements in exchange for honoraria, (B) from devoting a reasonable amount of time to private investments, (C) from serving on the boards of directors or advisory boards of other entities which are not in direct competition with the Company, (D) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee, committee member, or principal of any other non-competing type of business. Employee agrees to disclose , civic, or charitable organization not covered by (A) above, and (E) 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 Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in writing clauses (A) through (E) do not interfere with the performance of Executive’s duties and responsibilities to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameCompany as provided hereunder.

Duties. Employee’s 2.1 The Employee shall perform and discharge well and faithfully the authority, duties and responsibilities which may be assigned to the Employee from time to time by the Board of Directors of the 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 be 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 Companypositions held by the Employee pursuant to the terms of this Agreement, through its 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 or otherwise, shall specify from time of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to time. the Board of Directors of the Employer all reports and accounting as may be requested of the Employee. 2.3 The Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to devote the Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full 's entire business time, attention, attention and energies to the Company’s business and, Business of the Employer and shall not during the term of this Agreement, will Agreement be engaged (whether or not engage during normal business hours) in any other business or professional activity, except whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as set forth herein. Nothing in this Agreement shall preclude preventing the Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; investing the Employee's personal assets in businesses which (subject to clause (b) serving as a consultant below) are not in his area competition with the Business of expertise to governmentthe Employer and which will not require any services on the part of the Employee in their operation or affairs and in which the Employee's participation is solely that of an investor, industrial, (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer and academic panels; (c) managing personal investments; or (d) engagingparticipating in civic and professional affairs and organizations and conferences, directly preparing or indirectly, in any other non-competing business. Employee agrees to disclose in writing publishing papers or books or teaching so long as the Board of Directors of FLAG approves of such activities prior to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensationEmployee's engaging in them. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties Notwithstanding anything to the Company. Such activities shall be deemed approved if contrary in the CEO fails preceding provisions of this Section 2.3, the Employee may continue to respond to Employee’s disclosure within 30 (thirty) days serve on any board of receipt directors that the Employee serves upon as of samethe Effective Date.

Duties. During the Employment Period, Employee shall serve as the Executive Vice President of ▇▇▇▇ and as the Executive Vice President of LLC. Employee’s duties shall be such duties duties, responsibilities and responsibilities powers, as the Company, through its Board of Directors or otherwise, shall specify set from time to timetime by the Board or a committee thereof, shall be commensurate with Employee’s positions, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the best interests of the shareholders of either Employer. Employee shall have such authority, discretion, power report directly to ▇▇▇▇▇ ▇▇▇▇▇▇▇ and responsibility, and Employee’s principal place of employment shall be entitled ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Principal Location”). During the Employment Period, Employee agrees to office, secretarial perform his duties hereunder faithfully and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision best of his ability and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full professional working time, attention, attention and energies to the Company’s business andtransaction of the Employers’ business, during in each case subject to the term of this Agreementterms hereof. During the Employment Period, will Employee shall not engage be employed or otherwise engaged in any other business activityor enterprise without the written consent of the Employers. Notwithstanding any other term hereof, except as set forth herein. Nothing in this Agreement but subject to the terms and provisions of Sections 8, 9 and 10, nothing contained herein shall preclude Employee from devoting time to the activities listed below, provided the activities (i) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employers, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and family investments and affairs, or (iv) creating and selling works of art, in each case as long as such activities do not materially interfere with the performance discharge of Employee’s his duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests Section 1(b). Employee shall continue to serve as a member 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameBoard.

Duties. Employee’s duties shall be prescribed from time to time by the Board and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to any subsidiary or affiliate of the Company to which he may be elected, assigned or appointed. Employee shall devote substantially all of his time and attention to the performance of his duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power for and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control on behalf of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, Company except as set forth herein, or as may be consented to by the Company. Nothing In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the business. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities from: (i) do serving as a member of the board of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any charitable or philanthropic organization, separate from the Company; (ii) engaging in charitable, community or philanthropic activities or any other activities or (iii) serving as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by Employee so as not materially to affect, individually or in the aggregate, or interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with hereunder, without the interests 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 (iii) if Employee receives direct compensation for an activity set forth in subsection (d“Company Policies”), belowincluding without limitation, such activity has been disclosed the Onyx Employee Handbook, and in writing by the Employee and approved by each case, as they may be amended from time to time in the Company’s Chief Executive Officer (sole discretion. It is expressly understood that any violation of the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval terms of such business activity Company Policies shall be granted by considered a breach of the CEO within 30 (thirty) days terms of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samethis Agreement.

Duties. Employee’s duties shall be such duties and responsibilities (a) You will serve as the Company, through its Executive Chairman of the Board of Directors or otherwiseof the Company (the “Board”). The Company shall (i) nominate you for election to the Board or, if earlier, shall specify from time appoint you to time. Employee shall have such authority, discretion, power and responsibilityfill a vacancy on the Board, and shall be entitled to office, secretarial and other facilities and conditions (ii) re-nominate you at the expiration of employment, each term of office as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control a member of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement. Subject to Section 2(b), will not engage in you shall serve as a member of the Board for each period for which you are so elected or appointed without any additional compensation. (b) During the Initial Term and any Renewal Term (each, as defined below), you shall also serve as an employee of the Company reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as senior executives of the Company. In such capacity, you shall assist and advise the Board and the Company’s senior executives and shall have such other business activity, except duties and responsibilities as set forth herein. Nothing in this Agreement shall preclude Employee the Board may specify from devoting time to time. (c) During the activities listed belowInitial Term and any Renewal Term, provided you shall devote the activities (i) do not materially interfere with the performance of Employee’s time and effort reasonably required to fulfill your duties and responsibilities under this Agreement; (ii) there is no conflict provided, however, that you may continue to serve on the boards of interest with the interests those entities on which you serve as of the Companydate of this Agreement and may serve on the boards of such other entities following the date of this Agreement for which you have provided the Board advance notice; and provided further that, with respect to any such board service, you shall recuse yourself 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 (not otherwise participate as to any matter that relates to the “CEO”) Business Area” (as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant defined in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameSection 4.1).

Duties. Employee’s duties (a) During the Employment Period, the Executive (i) shall be serve as Senior Vice President and Chief Financial Officer of the Companies, (ii) shall report directly to the Chief Executive Officer of the Companies (the “Supervising Officer”), (iii) shall, subject to and in accordance with the authority and direction of the Board and/or the Supervising Officer have such authority and perform in a diligent and competent manner such duties and responsibilities as may be assigned to the Company, through its Board of Directors or otherwise, shall specify Executive from time to time. Employee time by the Board and/or the Supervising Officer and (iv) shall have devote the Executive’s best efforts and such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, knowledge and energies skill to the Companyoperation of the business and affairs of the Companies as shall be necessary to perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business andor as may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the term Employment Period, subject to any conflict of this Agreementinterest policies of the Companies, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities Executive may (i) do serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the performance of EmployeeExecutive’s duties and responsibilities under this Agreement; hereunder, (ii) there is no conflict of interest with the interests make and manage personal investments of the CompanyExecutive’s choice, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by with the Employee and approved by prior consent of the Company’s Companies’ Chief Executive Officer Officer, which shall not be unreasonably withheld, serve on the board of directors of one (the “CEO”1) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other nonfor-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing profit business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameenterprise.

Duties. Employee’s (a) Employee shall assume the responsibilities and perform the duties specified in Exhibit A ("Duties"). Such Duties may be revised from time to time at the sole discretion of the Company. Employee agrees to devote his or her full time and energy to the furtherance of the business of the Company and shall not during the term hereof work or perform services in any advisory or other capacity for any individual, firm, company, or corporation other than for the Company without the Company's prior written consent. This Agreement may be such duties supplemented from time to time by rules and responsibilities as regulations of employment issued by the Company, through its Board of Directors or otherwiseincluding, shall specify from time to time. Employee shall have without limitation, such authority, discretion, power rules and responsibilityregulations described in the Company employee handbook, and shall be entitled Employee agrees to office, secretarial adhere to these rules and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation;regulations. (b) serving as a consultant in his area of expertise If Employee desires to governmentperform any services during the term hereof for anyone other than the Company, industrialwhether or not Employee is compensated, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. then Employee agrees to disclose contact an officer of the Company to discuss this matter. The Company will review the request and advise Employee of the Company's approval or disapproval of the proposed outside work, in writing the Company's sole discretion. In making its decision, the Company may consider such factors as whether the outside work may be harmful to the business of the Company or interfere with Employee's ability to satisfactorily discharge his or her Duties, whether the outside work is based directly or indirectly on a business practice of the Company or idea that was conceived by Employee while on the Company’s CEO 's payroll, or whether such outside work could result in a violation of any non-competing business activity for which covenants of Employee receives in this Agreement. In this case, the Company will notify Employee of the Company's approval or shall receive direct compensation. Approval disapproval of such business activity shall be granted request to perform outside work within a reasonable period of time after the Company is notified by Employee of the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless request to perform such services. Unless the CEO determinesCompany grants such approval in writing, in good faith, that there is an irreconcilable conflict of interest or Employee agrees to refrain from such activity materially interferes with Employee’s duties 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 sameoutside work.

Duties. Employee’s duties The Employee shall be serve as the CBO for the Company and any affiliate or subsidiary of the Company determined by the Company's Board of Directors, and shall perform such duties duties, functions and responsibilities as are associated with and incident to that position and as the CompanyCompany may, through its Board of Directors or otherwise, shall specify from time to time, require of him. The Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject report to the general supervision President and control CEO of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will shall serve the Company faithfully, conscientiously and to the best of the Employee's ability and shall promote the interests and reputation of the Company under direction of the President and CEO. Unless prevented by sickness or disability, the Employee shall devote his full all of the Employee's time, attention, knowledge, energy and energies skills, during normal working hours, and at such other times as the Employee's duties may require, to the duties of the Employee's employment. The principal place of employment of the Employee shall be at Employer's Woburn, MA area office and/or such other location as shall be necessary for the Employee to discharge the Employee's duties hereunder. The Employee acknowledges that in the course of employment the Employee may be required, from time to time, to travel on behalf of the Company. The Company recognizes that the Employee will continue to maintain his relationships with venture capital funds, investment entities or investment banks and may from time to time consult to them on specific issues, provided that this will not interfere with the Employee's fulfillment of his duties and obligations to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except its affiliates and subsidiaries as set forth herein. Nothing outlined in this Agreement shall preclude Employee from devoting time or otherwise. (1) report to the activities listed belowCEO and President; (2) participate as a equal member of the Executive Team, provided the activities (i3) do not materially interfere with the performance CEO, lead efforts to raise the next and subsequent equity rounds and to develop the business of Employee’s duties and responsibilities under this Agreement; the Company in North America, and/or Europe and/or Israel and/or the Far East, (ii4) there is no conflict be part of interest with the interests team negotiating the outlicensing of the Company's proprietary compounds, (5) act as the Secretary of the Company's Board of Directors, 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing Observer to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval Board of such business activity shall be granted by Directors, (6) Be responsible, supervise, manage and maintain all the CEO within 30 (thirty) days financial and legal aspects and duties of receipt the Company including but not limited to those specified in the Board Minutes of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameMeeting dated 11th August 2003.

Duties. Employee’s The Employee shall during the term of his employment hereunder: A. devote his full normal working time, energies and attention to the duties shall of his employment, as they may be such duties and responsibilities as reasonably established from time to time by the Company, through its Board of Directors or otherwiseconsistent with the position and office occupied by Employee, provided, however, that (1) Subject to disclosure to and approval by the Board of Directors, which approval shall specify from time to time. not be unreasonably withheld, Employee shall have such authoritythe right, in his discretion, power to accept and responsibility, and shall be entitled to office, secretarial and carry out the duties associated with his membership on the Board of Directors of other facilities and conditions companies as consistent with the terms of employmentthis Agreement, as are customary or appropriate to Employee’s position. Employee shall diligently well as on industry standard committees and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. similar organizations; (2) Employee shall be responsible and report for direction of the overall affairs of the Company (subject to general direction from the Company’s Board of Directors. The ); and (3) all officers and/or employees of the Company shall either report to Employee will devote or to another officer who shall then report to Employee; B. comply with all reasonable rules, regulations and administrative directions now or hereafter established by the Board of Directors of the Company; C. be reimbursed by the Company from time to time (but at least monthly) for all reasonable and necessary business expenses incurred by him in the performance of his full timeduties hereunder, attentionprovided that Employee shall render to the Company such accounts and vouchers covering expenditures as the Company reasonably requires and as are necessary for tax purposes, and energies to the Company’s business shall follow normal Company policy on expenses; and, during the term of this Agreement, will D. not engage in any other activity or employment which would reasonably be expected to materially conflict with or have a material adverse affect on, the present or prospective business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s The Company shall employ the Employee as President and Chief Operating Officer and the Employee accepts employment with the Company on the terms and conditions set forth in this Agreement. The Employee agrees to devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, such duties shall be such consist of the duties and responsibilities described on Schedule A to this Agreement and such other duties as the Company, through its Board of Directors or otherwiseof the Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, shall specify from time to time. the Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision direction and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 of the Company (the “CEO”) as set forth herein: (a) serving as a director or member ). The Employee further agrees that in all aspects of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to governmentsuch employment, industrialthe Employee shall comply with the reasonable policies, standards, and academic panels; (c) managing personal investments; or (d) engagingregulations of the Company established from time to time of which the Employee is or should be aware, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or and shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, perform his duties in good faith, that there is an irreconcilable conflict faith with due care and in the best interests of interest or such activity materially interferes with Employee’s duties to the Company. Such 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 his personal assets which investment shall be deemed approved not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities on an annual basis and if the CEO fails to respond to Employee’s disclosure Board determines that such activities are interfering with the performance of his duties hereunder and so notifies the Employee in writing, the Employee shall terminate such activities within 30 (thirty) 60 days of receipt of samesuch notice.

Duties. Employee’s The Company shall 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 this Agreement. In general, such duties shall be such consist of the duties and responsibilities described on Schedule A to this Agreement and such other duties as the Company, through its Board of Directors or otherwiseof the Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, shall specify from time to time. the Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision direction and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 of the Company (the “CEO”) as set forth herein: (a) serving as a director or member ). The Employee further agrees that in all aspects of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to governmentsuch employment, industrialthe Employee shall comply with the reasonable policies, standards, and academic panels; (c) managing personal investments; or (d) engagingregulations of the Company established from time to time of which the Employee is or should be aware, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or and shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, perform her duties in good faith, that there is an irreconcilable conflict faith with due care and in the best interests of interest or such activity materially interferes with Employee’s duties to the Company. Such 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 approved not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities on an annual basis and if the CEO fails to respond to Employee’s disclosure Board determines that such activities are interfering with the performance of her duties hereunder and so notifies the Employee in writing, the Employee shall terminate such activities within 30 (thirty) 60 days of receipt of samesuch notice.

Duties. EmployeeIndividual shall be responsible for the overall operations of the Company. In addition, Individual’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, Company shall specify from time to time, and shall entail those duties customarily performed by the Chief Operating Officer of a company with a sales volume and number of employees commensurate with those of the Company. Employee Individual shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s this position. Employee Individual shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of DirectorsChief Executive Officer. Employee Individual shall be responsible and report only to the Company’s Board of DirectorsChief Executive Officer. The Employee will Company’s Chief Executive Officer, in its sole and absolute discretion, shall determine Individual’s duties and responsibilities and may assign or reassign Individual to such duties and responsibilities as it deems in the Company's best interest. Individual shall devote his full time, full-time attention, energy, and energies skill during normal business hours to the Company’s business andand affairs of the Company and shall not, during the Employment Term, as that term of this Agreementis defined below, will not engage be actively engaged in any other business activity, except as set forth hereinwith the prior written consent of the Company’s board of directors. Nothing in this Agreement shall preclude Employee Individual from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 hereinreasonable periods required for: (a) serving as a director or member of a committee of any organization or corporationcorporation involving no conflict of interest with the interests of the Company; (b) serving as a consultant in his area of expertise (in areas other than in connection with the business of the Company), to government, industrial, and academic panels;panels where it does not conflict with the interests of the Company; and (c) managing his personal investments; or (d) engaging, directly investments or indirectly, engaging in any other non-competing business. Employee agrees to disclose in writing to ; provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement as determined by the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties Employee agrees that he shall continue to serve the Company as Chief Financial Officer, reporting to the Audit Committee and the Board of Directors, until the Employment Termination Date (as defined below) or such earlier time as the Board of Directors determines. Prior to the Employment Termination Date and during the period from the date hereof through and including the Employment Termination Date, Employee shall serve as the Principal Accounting Officer and Chief Financial Officer and during such time shall be responsible for such duties and responsibilities as are commensurate with such positions, including, without limitation, interaction with auditors and management, controls, policies and procedures relative to financial reporting, taxes and tax returns, maintenance of accounts, investments, financial statement preparation, budgeting and forecasts, insurance, reports as well as preparation and filing of filings and reports under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,, including but not limited to the Company’s Annual Report on Form 10-K, through its Board of Directors or otherwiseQuarterly Reports on Form 10-Q, shall specify from time to timeCurrent Reports on Form 8-K, Proxy Statements and Registration Statements (the “SEC Filings”) including all certifications thereto. Employee shall have such authority, discretion, power use his reasonable efforts to ensure that the duties and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employmentresponsibilities are timely performed in accordance with SEC filing deadlines and, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform applicable, with such duties and responsibilities, subject to the general supervision and control of other deadlines that the Company’s Board of DirectorsDirectors in its sole discretion may otherwise designate. Employee shall will be responsible deemed to be in breach of this Agreement and report subject to termination for “Cause” as defined herein, and Employee will receive no benefits and be terminated without further payments or benefits beyond the date of termination pursuant to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term express provisions of this Agreement, will not engage in any other business activity, except the event of material failure to perform the duties and responsibilities as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s 3.1 The Employee shall serve as Chief Executive Officer. 3.2 The broad terms of the role description for the Appointment is set forth in Schedule 1 hereto. Notwithstanding the description set forth in Schedule 1 and unless otherwise agreed in writing with the Board, the Employee shall perform all duties shall be as are consistent with this position and such other duties and responsibilities as that the Company, through its Board of Directors or otherwise, shall specify Coda Board may reasonably assign to the Employee from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to . 3.3 During the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by Appointment the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth hereinshall: (a) serving act as a director or member of a committee of any organization or corporationthe Company; (b) serving comply with the bye-laws of the Company (as a consultant in his area of expertise amended from time to government, industrial, and academic panelstime); (c) managing personal investments; orabide by any statutory, fiduciary or common-law duties to the Company; (d) engagingnot do anything that would cause him to be disqualified from acting as a director; (e) unless prevented by Incapacity, directly devote the whole of his or indirectlyher time, attention and abilities to the business of the Company; (f) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board; (g) comply with all reasonable and lawful directions given to his or her by the Board or Coda Board; (h) promptly make such reports to the Board and Coda Board in connection with the affairs of the Company on such matters and at such times as are reasonably required; (i) use his or her best endeavours to promote, protect, develop and extend the business of the Company; 3.4 The Employee consents to the Company monitoring and recording any other non-competing business. Employee agrees to disclose in writing to use that she makes of the Company’s CEO electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes. 3.5 The Employee shall comply with any non-competing business activity for which electronic communication systems policy tha the Company may issue from time to time. 3.6 The Employee receives or shall receive direct compensationcomply with any rules, policies and procedures set out in the Staff Handbook. Approval of such business activity shall be granted by To the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, extent that there is an irreconcilable any conflict between the terms of interest or such activity materially interferes with this agreement and the Staff Handbook, this agreement shall prevail. 3.7 All documents, manuals, hardware and software provided for the Employee’s duties to use by the Company. Such activities shall be deemed approved if , and any data or documents (including copies) produced, maintained or stored on the CEO fails to respond to EmployeeCompany’s disclosure within 30 computer systems or other electronic equipment (thirty) days including mobile phones), remain the property of receipt of samethe Company.

Duties. Employee’s (a) Executive shall perform the following duties in connection with his employment, all of which shall be subject to the paramount directions of the Board: (i) To serve as President and Chief Executive Officer of the Company and to perform all such duties duties, authority and responsibilities associated with such positions as provided in the by-laws of the Company or as assigned to Executive from time to time by the Board; and (ii) To direct in the formulation of its business policy and strategic direction and business affairs and to lead the Company’s dealings with other companies, in its regulatory affairs, and in its dealings with banks, other financial institutions and other groups and institutions; and (iii) To undertake such specific assignments, consistent with his office and position, as may be given to him from time to time by the Board; and (iv) Subject to the nominating and governance procedures of the Board and to election or reelection by the Company shareholders, to continue to serve as a director of the Company and also if elected, to serve, without additional consideration, as a director of any subsidiary or affiliate of the Company. (b) Executive shall devote his best efforts and skills to the affairs of the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control performance of the Company’s Board of Directorsduties set forth in this Section 5 on a full-time basis. Employee Executive shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage participate in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities “outside business” activity that will either (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; with, or (ii) there is no be a conflict of interest with the performance of Executive’s duties, activities and employment pursuant to this Agreement. The foregoing notwithstanding, Executive has disclosed to the Company 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 Executive’s continuance thereof. Moreover, the Company agrees to permit Executive 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 failure to disclose and list any Outside Business activity on Schedule “1” shall be prima facie a breach of this provision. Executive may also invest his assets and manage, protect and support the Companyprofitability of such assets, and (iii) if Employee receives direct compensation for an activity as well as devote such reasonable time as is required by such Outside Business Interests, subject to the limitations set forth in subsection (dthis Section 5(b), 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties shall be such duties and responsibilities (a) Baird will act as the Company, through its Board of Directors or otherwise, shall specify from time to time’s Chief Financial Officer (“CFO”). Employee Baird shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of responsibility for the Company’s Board of Directors. Employee shall be responsible financial and accounting operations, and will report to the Company’s Board President. ▇▇▇▇▇’▇ duties and responsibilities will include (i) financial planning and analysis; (ii) business development and mergers and acquisitions support; (iii) oversight of Directorstax function and investor relations, which are intended to be outsourced; (iv) treasury management; and (v) oversight of the internal audit function. The Employee Baird will perform such other duties and responsibilities as are commensurate with the title and position of CFO, including those that are necessary or appropriate for the financial operation and management of the Company as determined by the Company, and may include regulatory and compliance, human resources, information technology and commercial oversight and strategy. (▇) ▇▇▇▇▇ agrees to serve the Company faithfully and to the best of ▇▇▇▇▇’▇ ability and to devote his substantially full business time, attention, attention and energies efforts to the Company’s business andoperations during his employment. During his employment, during the term of this Agreement, Baird will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere work with the performance of Employee’s duties other employees, independent contractors, vendors, service providers and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests clients of the Company, as applicable, and its divisions, subsidiaries and affiliates controlled by the Company in a respectful, competent and professional manner; and (iiiii) if Employee receives direct compensation for an activity set forth carry out his duties and responsibilities hereunder in subsection (d), below, such activity has been disclosed in writing by the Employee a competent and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels;professional manner. (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee Baird agrees to disclose comply with and be bound by such employment-related policies and practices as the Company implements, including all employee, ethical and client conflict-of-interest policies, as such policies may be interpreted, adopted, revised or terminated from time to time in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties to the Companysole discretion. Such activities shall policies may or may not be deemed approved if the CEO fails to respond to Employee’s disclosure within 30 in writing and may be communicated either in writing, verbally and/or via electronic means (thirty) days of receipt of samei.e., email).

Duties. Employee’s duties (a) You shall be hold the office and serve the Company as Chief Executive Officer. You shall during the course of your employment perform such duties and responsibilities exercise such powers (consistent with such office and which are reasonably within your skill and competence) in respect of the Company and any subsidiary and associated companies (together called the "Group") as may from time to time be reasonably assigned to or reasonably vested in you by the Company, through its Board and shall from time to time give to the Board all such information regarding such matters as it shall reasonably require and implement and apply the policy of Directors or otherwise, shall specify the Company as set forth by the Board from time to time. Employee You shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directorsthe Company for the time being. (b) During your employment with the Company, unless prevented by ill health or authorised holidays, you will well and faithfully serve and promote the interest of the Company and the Group subject to any commitment you have in respect of the non-executive directorship referred to below. The Employee will devote his full time, attention, You are also required to give the whole of your time and energies attention to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests service of the Company, and not (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 without the Company’s Chief Executive Officer ('s written consent, which will not be unreasonably withheld) to engage or become interested in any other gainful trade, business or occupation, either independently or as an employee, or to accept any directorships or other positions outside the “CEO”) as set forth hereinGroup, but this does not preclude you from: (ai) holding not more than 5% of any class of issued shares or other securities which are listed or dealt with on any recognised stock exchange by way of bona fide investment; or (ii) serving as a non-executive director or member of a committee one other company at any time during your employment under this Agreement. For the avoidance of doubt, you shall be entitled to retain any fees paid in respect of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels;such non-executive directorship. (c) managing personal investments; orDuring your employment under this Agreement, and for 6 months after its termination howsoever arising, you will comply (and procure that any spouse and minor children shall comply) with all rules of law, stock exchange regulations and any proper code of conduct of the Company of which you have been notified in writing for the time being in force in relation to your dealing in shares, debentures or other securities. (d) engagingThe Company shall ensure that you shall have available such authority from the Board, directly or indirectlysuch access to information and Company and Group records and such assistance from other administrative and managerial employees of the Company and Group, consultants and professional advisers, as are necessary for the proper performance of your duties. (e) The Company and you hereby confirm that for the purpose of Working Time Regulations 1998 ("WTR") (which provide (save for certain exceptions) that average working time should not exceed 48 hours for each 7 day period) you will be regarded as a Managing Executive as referred to in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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.Regulation 20(1)(a)

Duties. Employee’s 3.1 The Employee shall serve as President of Technology and CEO of Coda Octopus Products Inc. 3.2 The broad terms of the role description for the Appointment is set forth in Schedule 1 hereto. Notwithstanding the description set forth in Schedule 1 and unless otherwise agreed in writing with the Company Board, the Employee shall perform all duties shall be as are consistent with this position and such other duties and responsibilities as that the Company, through its Board of Directors or otherwise, shall specify Company may reasonably assign to the Employee from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to . 3.3 During the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by Appointment the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth hereinshall: (a) serving act as a director or member of a committee of any organization or corporationthe Company; (b) serving comply with the bye-laws of the Company (as amended from time to time) and Group companies which he is a consultant in his area of expertise to government, industrial, and academic panelsDirector; (c) managing personal investments; orabide by any statutory, fiduciary or common-law duties to the Company and Group companies to which he is a serving Director; (d) engaging, directly or indirectly, not do anything that would cause him to be disqualified from acting as a director in any other non-competing business. of the jurisdictions that the Parent Company or Company has its Subsidiaries; (e) unless prevented by Incapacity, devote the whole of his or her time, attention and abilities to the business of the Company and the Group. (f) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Company; (g) comply with all reasonable and lawful directions given to his or her by the Company; (h) use his or her best endeavours to promote, protect, develop and extend the business of the Company and the Group. 3.4 The Employee agrees consents to disclose in writing to the Company monitoring and recording any use that she makes of the Company’s CEO electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes. 3.5 The Employee shall comply with any non-competing business activity for which electronic communication systems policy that the Company may issue from time to time. 3.6 The Employee receives or shall receive direct compensationcomply with any rules, policies and procedures set out in the Staff Handbook. Approval of such business activity shall be granted by To the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, extent that there is an irreconcilable any conflict between the terms of interest or such activity materially interferes with this agreement and the Staff Handbook, this agreement shall prevail. 3.7 All documents, manuals, hardware and software provided for the Employee’s duties to use by the Company. Such activities shall be deemed approved if , and any data or documents (including copies) produced, maintained or stored on the CEO fails to respond to EmployeeCompany’s disclosure within 30 computer systems or other electronic equipment (thirty) days including mobile phones), remain the property of receipt of samethe Company.

Duties. Employee’s duties shall (a) Executive will be such duties and responsibilities responsible for the operations of CIRM, as a wholly-owned subsidiary of the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee and shall have such authorityoperational duties, discretion, power authority and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control responsibilities commensurate with running a wholly-owned subsidiary of the Company’s Board , including, but not limited to management of Directorsthe operations, personnel, profit and loss and budget of CIRM as well as manage future acquisitions of ARM platforms. (b) The Company agrees that all department and management level employees of CIRM (e.g., Human Resources, Systems, Compliance, Client Relations) shall continue to report directly to Executive. Employee CIRM and CIRM's employees shall be responsible and report to work directly with the Company’s Board of Directors. The Employee will devote his full time's corporate personnel staff on issues pertaining to public company-wide compliance, attention, and energies to the Company’s business and, during as well as on mutually agreed-upon goals. (c) During the term of this Agreement, will not engage the Executive shall, unless prevented by incapacity, devote substantially all of his time, attention and ability 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 and/or the Chief Executive Officer of the Company, such duties to be consistent with his position. The Executive shall obey the lawful and reasonable directions of the Board and Chief Executive Officer and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (d) The Executive shall not, during his term of employment (except as a representative of the Company or with the prior written consent of the Chief Executive Officer), be directly or indirectly engaged or concerned or interested in any other business or commercial activity, except as set forth herein. Nothing through ownership of an interest of not more than five percent (5%) in this Agreement any entity that does not compete with the Company. (e) Notwithstanding the foregoing provisions, the Executive shall preclude Employee from devoting time be entitled to serve in various leadership capacities in civic, charitable and professional organizations or managing the Executive's personal and family passive investments; provided in each case, and in the aggregate, that such activities listed below, provided the activities (i) do not materially conflict or interfere with the performance of Employee’s the Executive's duties hereunder. The Executive recognizes that his primary and responsibilities under this Agreement; (ii) there paramount responsibility 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity . (f) The Executive shall be granted by based in the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determinesBuffalo, in good faithNew York area, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties to except for required travel on 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's business.

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during (a) During the term of this Agreement, will the Executive shall be employed in the 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 Company (the "Board") or the Chief Executive Officer of the Company, such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board and the Company's Chief Executive Officer and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not engage during his term of employment (except as a representative of the Company or with the consent in writing of the Board) be directly or indirectly engaged or concerned or interested in any other business activity, except as set forth herein. Nothing through ownership of an interest of not more than 2% in this Agreement shall preclude Employee from devoting time to the activities listed belowany entity, provided it does not impair 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 ability of the Company, Executive to discharge fully 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in faithfully his area of expertise to government, industrial, and academic panels;duties hereunder. (c) managing personal investments; orNotwithstanding the foregoing provisions, the Executive shall not be prohibited from serving in various leadership capacities in civic, charitable and professional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. In addition, with the Board’s approval, the Executive shall be free to serve as a Director of a non-competing corporation. (d) engagingThe Executive shall be based in Hauppauge, directly or indirectlyNew York, in any other non-competing business. Employee agrees to disclose in writing to except for required travel on the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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's business.

Duties. Employee’s duties A. During the term of this Agreement, the Employee shall be such duties and responsibilities serve as the Sector Senior Vice President and Sector Manager for the Systems Technology Sector of the Company, through its Board . The Employee shall report directly to the Chief Executive Officer of Directors the Company. He or otherwise, shall specify from time to time. Employee she shall have such authoritypowers and shall perform such duties as are incident and customary to his or her office. During the term of this Agreement, discretionthe Employee shall serve in any additional offices or positions of the Company which are pertinent and customary to his or her office, power and responsibilityto which he or she may be elected or appointed by appropriate action of the Company. B. The Employee shall devote his or her full time, attention, skill, and energy to the performance of his or her duties under this Agreement, and shall comply with all reasonable professional requests of the Company; provided, however, that the Employee will be entitled permitted to office, secretarial engage in and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, manage personal investments (subject to the general supervision terms of Section 12 below) and control of to participate in community and charitable affairs, so long as such activities do not interfere with his or her duties under this Agreement. The Employee shall be headquartered in the Company office currently located at 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. C. The Company agrees to maintain Employee’s status as a Senior Vice President as long as the Employee’s obligations under this Agreement are fulfilled and subject to the continued approval by the Company’s Board of Directors. . D. The Company shall not, during the Term of this Agreement, demote the Employee or reduce his or her responsibilities as set forth in this Section 7, or otherwise reduce his or her stature in the Company except as authorized under this Agreement. E. Employee shall be responsible conduct all assigned duties in compliance with the Alion Science and report to the Company’s Board Technology Corporation Code of Directors. The Employee will devote his full timeEthics, attentionConduct, and energies Responsibility and all other Company policies and procedures then in effect, and shall acknowledge and execute all documents necessary to the Company’s business andcomply and/or evidence compliance with such codes, policies and procedures. F. The Company shall maintain in force, at all times during the term of this Agreement, will not engage Directors and Officers Liability insurance that covers Employee against all legal liabilities that may arise and are incurred in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the good faith performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests as a member 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samemanagement.

Duties. Employee’s duties (a) You shall be such duties and responsibilities as report directly to the Company, through its Board of Directors of Activision. In connection with your duties, you will, without limitation, advise, consult and provide direction on the following matters to the Board of Directors and executive management of Employer: Mergers & Acquisitions, Financings, Annual Operating Plans, OGSP materials, Three-Year Plans, Strategic Plans, Compensation Policies, Processes and Plans, Organizational Structure and Design, Succession Plans and such other matters that the members of the Board of Directors of Activision or otherwise, shall specify executive management of Employer may from time to time. Employee time request assistance on in the discharge of their duties. (b) During the Term you shall have devote such authoritytime as may be reasonably required from time to time to discharge your duties hereunder, discretionshall faithfully serve the Activision Group, power shall in all respects conform to and responsibility, comply with the lawful directions and shall be entitled instructions given to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to you in good faith by the general supervision and control of the Company’s Board of DirectorsDirectors of Activision. Employee shall be responsible and report to Notwithstanding the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business andforgoing, during the term of this Agreement, will not Employment Period you shall be permitted to engage in any other business activityactivity which is not inconsistent with Activision Group’s interests and prospects, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed belowincluding, 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 Companywithout limitation, 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: (a) serving as a director on civic or member of a committee of any organization charitable boards or corporation; committees; (b) serving as a consultant director of any company that is not in his area of expertise to government, industrial, and academic panels; a Competitive Business; (c) managing personal investmentsdelivering lectures, fulfilling speaking engagements or teaching at educational institutions; or (d) engagingserving as an officer or director of closely-held private companies that are not in a Competitive Business (as defined below); and (e) attending conferences conducted by business organizations; provided, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faithhowever, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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.does

Duties. Employee’s duties During the Employment Period, the Executive shall be responsible for such duties and responsibilities that are consistent with the Executive’s title as President and position, or as may be prescribed to the Company, through its Board of Directors or otherwise, shall specify Executive from time to timetime by the Chief Executive Officer (“CEO”) (and that are consistent with the Executive’s title and position). Employee Without limiting the generality of the foregoing, as the President, the Executive shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions full authority for the management of employment, as are customary or appropriate to Employeethe Company’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitiesaffairs, subject to the general supervision and control direction of the Company’s Board of DirectorsCEO. Employee Executive shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full entire working time, attention, skill, and energies energy to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as duties set forth herein. Nothing in this Agreement shall preclude Employee from devoting time herein and to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests business 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 to use his best efforts to promote the Employee and approved by success of the Company’s Chief business. The Executive Officer (agrees not to become employed or accept other employment outside of the “Company during the Employment Period without the prior consent of the CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial. Notwithstanding the foregoing, and academic panels; (c) managing personal investments; or (d) engaging, directly provided that they do not individually or indirectly, in any other non-competing business. Employee agrees to disclose in writing the aggregate conflict or materially interfere with the Executive’s responsibilities to the Company’s CEO any non-competing business activity for which Employee receives , the Executive may manage his personal investments, engage in civic and charitable activities and serve on corporate, civic or charitable boards of directors (or committees thereof) or advisory boards. The Executive shall receive direct compensation. Approval also comply with all written policies, rules and regulations of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless Company as well as all reasonable directives and instructions from the CEO determinesCEO, in good faitheach case, that there is an irreconcilable conflict are consistent with this Agreement. During the Employment Period, the Executive shall bring to the Company all business opportunities of interest which the Executive becomes aware and which the Executive believes are, or such activity materially interferes may be, within the scope and objectives related to the Business of the Company, which would or may be beneficial to the Business of the Company, or are otherwise competitive with Employee’s duties to the Business of the Company. Such activities (The “Business” of the Company is selling packaged food products.) The Company shall be deemed approved if have the CEO fails right to respond to Employeepurchase in the Executive’s disclosure within 30 (thirty) days of receipt of samename a “key man” life insurance policy naming the Company as the sole beneficiary thereunder.

Duties. Employee’s duties Executive shall be such duties serve as President and responsibilities as Chief Executive Officer of the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee Company and shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report ultimate responsibility to the Company’s Board of Directors (the “Board of Directors”) for the strategic position of the Company in the telecommunications industry. The Employee will Executive agrees to devote his full time, attention, time and energies best efforts to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time and affairs and to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties the following services 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 other services as may be assigned to him from time to time by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth hereinBoard of Directors: (a) serving as a director or member provide direction, oversight and general management to the staff of a committee of any organization or corporationthe Company and the Company’s subsidiaries; (b) serving as a consultant assist the Board of Directors in his area development of expertise to governmentthe Company’s strategic planning through evaluation of opportunities, industrial, analysis of operational methodologies and academic panelscompetitive analysis; (c) managing personal investments; oridentify, research and quantify new products and services which will assist in expanding the Company’s strategic position; (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees communicate regularly and effectively to disclose in writing to the Board of Directors regarding the Company’s CEO any non-competing business activity for economic, operational and strategic position in the telecommunications industry; (e) Executive shall fully comply with all applicable laws, rules and regulations, the failure to fully comply with which Employee receives or shall receive direct compensationcould reasonably be expected to have a material adverse effect upon the Company; and (f) perform such other duties as may be assigned by the Board of Directors which are consistent with the position of President/CEO. Approval of such business activity Notwithstanding the above, Executive shall be granted free to devote reasonable time and attention to personal, public and charitable affairs so long as such activities do not interfere with his full-time employment hereunder and which do not violate any other provision of this Agreement. Executive, at all times during his employment with the Company, shall comply with the Company’s reasonable standards, regulations and policies as determined or set forth by the CEO within 30 (thirty) days Board of receipt Directors from time to time and as applicable and communicated to all employees and/or executive employees of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s (a) Executive shall perform such reasonable duties shall be and functions as the Chief Executive Officer of the Company may lawfully assign to him, such duties being commensurate with the duties customarily performed by president's and responsibilities chief operating officers of companies, 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, through its Board of Directors or otherwise, as necessary to fulfill his duties. Executive shall specify from time perform the duties assigned to time. Employee shall have such authority, discretion, power him with fidelity and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control best of the Company’s Board of Directorshis ability. Employee shall be responsible and report Notwithstanding anything herein to the Company’s Board of Directors. The Employee will devote his full timecontrary, attention, and energies to the Company’s business and, during the term of this Agreement, will not Executive may engage in any other business activity, except activities so long as set forth herein. 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 Employee be construed to prevent Executive from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth investing or trading 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity investments as he sees fit for which Employee receives his own account, including real estate, stocks, bonds, securities, commodities or shall receive direct compensation. Approval other forms of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameinvestments.

Duties. Employee’s duties 3.1 The Executive shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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:Tem (a) serving as serve the Company in the capacity of a director or member of a committee the Company with such executive and Management responsibilities and duties with regard to the operations of any organization or corporationthe Group and the development and expansion of its business as the Board may reasonably direct; (b) serving unless prevented by ill health or engaged in businesses or offices in which the Executive is permitted to engage under Clause 4, devote a substantial part of his time, attention and abilities during normal business hours and such additional hours as a consultant in may reasonably be requisite to administer, supervise and manage the business of the Group and use his area best endeavors to promote the business interests and welfare of expertise to government, industrial, the Group and academic panels;manage and supervise the business of the Group, (c) managing personal investmentsperform all such duties as shall be reasonably required by the Board and carry out all lawful -and reasonable instructions of the Board and according to the best of his Skill ,and ability and in compliance with all resolutions and regulations from time to time, passed or made by the Board; orand (d) engagingat all times keep the Board promptly and fully informed of all matters relating to or in connection with the performance and exercise of his duties and powers under this' Agreement. 3.2 The Executive shall, directly or indirectlyif and so long as he is, requited by the Company and in any other non-competing business. Employee agrees to disclose in writing consideration of the Salary but subject to the Company’s CEO proviso in Clause 3.1, carry out the duties of his office on behalf of any non-competing business activity for which Employee receives member of the Group, act as director, officer or shall receive direct compensation. Approval employee of any member of the Group and carry out such business activity shall duties attendant on any such appointment of, if they were duties to be granted performed by him on behalf of the Company under this Agreement and, if so required by the CEO within 30 Company, enter into such secondment agreement for such purpose with other members of the Group (thirty) days of receipt of Employee’s disclosure unless m the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties same terms as this Agreement mutatis mutandis (so far as applicable and save as regards all entitlements to the Company. Such activities Salary or other benefits whatsoever, which shall be deemed approved if the CEO fails to respond to Employee’s disclosure within 30 (thirty) days of receipt of samenot apply).

Duties. Employee’s duties the Employee shall be such duties and responsibilities serve as Chief Financial Officer of the CompanyCompany and, through its Board of Directors or otherwisesubject to the general operating policies, shall specify as amended from time to time, of the Board of Directors (the “Board”) and the Company’s Certificate of Incorporation and By-Laws, Employee shall have supervision and control over the financial controls of the Company and its subsidiaries. Employee shall have such authorityother duties as customarily performed by the Chief Financial Officer and also have such other powers and duties as may be, discretionfrom time to time, power and responsibilityprescribed by the Board, and shall be entitled to office, secretarial and other facilities and conditions provided that the nature of employment, as are customary or appropriate to Employee’s positionpowers and duties so prescribed shall not be inconsistent with Employee’s position and duties hereunder. Employee shall diligently report directly and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report exclusively to the Company’s Board of DirectorsChief Executive Officer, A▇▇▇▇▇ ▇▇▇▇▇▇▇. The Employee will shall devote his full time, attention, and energies best efforts to the Company’s business and affairs of the Company and, during the term Term (as defined in Section 2.1 of this Agreement) as well as the period provided in Article III, will not engage shall observe at all times the covenants regarding non-competition, and confidentiality provided in any other business activityArticle III hereof. The Company and Employee acknowledge and agree that, except as set forth herein. Nothing in this Agreement during the Term, Employee shall preclude Employee from devoting time be permitted to the activities listed below, provided the activities (i) serve on corporate, civic, professional association, or charitable boards or committees, and (ii) manage passive personal investments, so long as any such activities do not materially unduly interfere with the performance of Employee’s duties and responsibilities under 's responsiblities as an employee of the Company in accordance with 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties The Employee shall be employed as Executive Vice President - Administration of the Company, reporting directly to the Chief Executive Officer of the Company. As Executive Vice President-Administration, the Employee shall have such duties as are customarily performed by individuals acting in such a position, as well as any specific related duties and responsibilities as may be assigned to him by the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control Chief Executive Officer of the Company’s . Further, upon approval by the Board of Directors. , the Employee shall be responsible become the Corporate Secretary for the Company and report to shall serve in such capacity for the Company’s Board Term of Directorsthis Employment Agreement. The Employee will shall devote substantially all of his full business time, attention, and energies to the Company’s business and, shall act at all times in the best interests of the Company, and shall not during the term of this Agreement, will not engage Employment Contract be engaged in any other business activity, except whether or not such business is pursued for gain, profit, or other pecuniary advantage. Notwithstanding the foregoing, this Employment Contract shall not be construed as set forth herein. Nothing in this Agreement shall preclude preventing Employee from devoting time investing his personal assets in any form or manner that will not require any services by Employee in the operation of the affairs of the business in which such investments are made; provided; however, that Employee shall not be permitted to the activities listed below, provided the activities (i) do not materially interfere make any investment in any business competing with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests business of the Company. Further, and (iii) if notwithstanding the foregoing provisions, this Employment Contract shall not be construed as preventing the Employee receives direct compensation for an activity set forth in subsection (d), below, from serving as a member of the board of directors of any company as long as such activity service has been disclosed in writing by the Employee and approved by the Company’s Chief Executive Officer (and such service does not distract the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in Employee from his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samehereunder.

Duties. Employee’s duties During the Period of Employment, Executive shall be such duties and responsibilities employed as the Company’s President. Executive’s primary, through its Board but not exclusive, duties shall include primary responsibility for the development and implementation of Directors or otherwisean operational model for the Company, shall specify from time to time. Employee shall have such authorityselection of executive personnel, discretion, power and responsibilitydetermination of the organizational structure for the Company, and shall be entitled to office, secretarial and other facilities and conditions oversight of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests operations of the Company, together with such additional duties as are assigned by the Board of Directors of the Company (the “Board”) that are appropriate to such position. Executive, together with the Chief Executive Officer (“CEO”), shall serve as the management team of the Company during a period (the “Integration Period”) ending at such time as determined by the Board, but not later than the earlier of the retirement of the CEO or June 30, 2017. At the expiration of the Integration Period, and provided that Executive shall have relocated to Des Moines, Executive shall assume the duties of the CEO and shall become both President and CEO of the Company. While employed by the Company, Executive agrees to devote Executive’s full business time and efforts exclusively on behalf of the Company and to competently and diligently discharge Executive’s duties. Executive may (i) serve on corporate, civic or charitable boards or committees and retain any compensation earned thereby, (ii) deliver lectures and fulfill speaking engagements and retain any compensation earned thereby, or (iii) manage personal affairs, so long as such activities under clauses (i), (ii) 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectlydo not interfere, in any other non-competing business. Employee agrees to disclose substantive respect, with the Executive's responsibilities hereunder or conflict in writing to any material way with the business of the Company or the Company’s CEO 's Code of Ethics or any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameother applicable policies.

Duties. Employee’s duties During the Term, ▇▇▇▇▇▇▇▇ shall serve as the Chief Executive Officer and President of the Company or such other office as shall be mutually agreed upon by ▇▇▇▇▇▇▇▇ and the Company. ▇▇▇▇▇▇▇▇ shall perform such duties and responsibilities as may be prescribed from time to time by the Company, through its Board of Directors or otherwiseof the Company (the "Board"). Without limiting the foregoing, shall specify during the Term, ▇▇▇▇▇▇▇▇ shall, in accordance with this Agreement and the directions and policies from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions time established by the Board: (a) Devote a majority of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, attention and energies to the Company’s , and without the consent of the Board, shall not render any services of a business and, during the term of this Agreement, will not engage in nature to any other business activityperson, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed belowfirm, 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 Companycorporation, 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: (a) serving as a director or member of a committee of any organization or corporation;organization. (b) serving Perform such services for the Company as shall be prescribed from time to time by the Board provided that such services shall not be inconsistent with the normal and customary duties of a consultant in his area Chief Executive Officer and President of expertise to government, industrial, and academic panelsa company of similar character; (c) managing personal investments; orUse his best efforts to promote the interests and objectives of the Company. (d) engagingProvide to the members of the Board, directly or indirectlywithin a reasonable period of time, in any other nonadvance of the Board's consideration of each particular matter within the scope of ▇▇▇▇▇▇▇▇'▇ responsibility, all information material to a decision of the Board in respect to such matter; (e) Supervise, administer and manage the day-competing business. Employee agrees to disclose to-day operations of the Company, provided that the actions and decisions of ▇▇▇▇▇▇▇▇ shall be reviewable by the requisite action of the Board and stockholders of the Company in writing accordance with the Certificate of Incorporation, the Bylaws of the Company and applicable law; (f) Be responsible for the development and execution of short and long term plans and goals in all functional areas of the Company; provided that the actions and decisions of ▇▇▇▇▇▇▇▇ shall be reviewable by requisite action of the Board and stockholders of the Company in accordance with the Certificate of Incorporation, the Bylaws of the Company and applicable law; (g) Recommend to the Company’s CEO any non-competing business activity Board staffing and personnel policies appropriate to achieving the best interests and objectives of the Company and be responsible for which Employee receives or shall receive direct compensation. Approval of implementing such business activity shall be granted policies as are approved by the CEO within 30 Board; (thirtyh) days Oversee and supervise all officers, employees and consultants of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties Company to the Company. Such activities shall be deemed approved if end that the CEO fails best interests and objectives of the Company are diligently and efficiently served by them; (i) Render, at all times, all of the services explicitly and implicitly hereunder, including, without limitation, careful preparation and submission to respond to Employee’s disclosure within 30 (thirty) days the Board of receipt of sameaccurate and reasonable facts, data, estimates, projections and recommendations.

Duties. Employee’s duties (a) During the Employment Period, the Executive (i) shall be serve as Senior Vice President, Sales, of the Companies, (ii) shall report directly to an officer of the Companies (the “Supervising Officer”) who shall he selected by the Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of the Board and/or the Supervising Officer have such authority and perform in a diligent and competent manner such duties and responsibilities as may be assigned to the Company, through its Board of Directors or otherwise, shall specify Executive from time to time. Employee time by the Board and/or the Supervising Officer and (iv) shall have devote the Executive’s best efforts and such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, knowledge and energies skill to the Companyoperation of the business and affairs of the Companies as shall be necessary to perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business andor as may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the term Employment Period, subject to any conflict of this Agreementinterest policies of the Companies, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities Executive may (i) do serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the performance of EmployeeExecutive’s duties and responsibilities under this Agreement; hereunder, (ii) there is no conflict of interest with the interests make and manage personal investments of the CompanyExecutive’s choice, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by with the Employee and approved by prior consent of the Company’s Companies’ Chief Executive Officer Officer, which shall not be unreasonably withheld, serve on the board of directors of one (the “CEO”1) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other nonfor-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing profit business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameenterprise.

Duties. Employee’s duties The Employee shall be such employed as President and Chief Executive Officer of the Company, reporting directly to the Chairman of the Board of the Company. As President and Chief Executive Officer, the Employee shall have overall, day-to-day management responsibilities of the Company, in addition to any specific related duties and responsibilities as may be assigned to him by the Chairman of the Board of the Company. Further, continued approval by the Board of Directors, the Employee shall continue to be a member of the Board of Directors of the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibilitywith full voting privileges, and shall be entitled to office, secretarial and other facilities and conditions serve in such capacity for the Term of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directorsthis Employment Contract. The Employee will shall devote substantially all of his full business time, attention, and energies to the Company’s business and, shall act at all times in the best interests of the Company, and shall not during the term of this Agreement, will not engage Employment Contract be engaged in any other business activity, except whether or not such business is pursued for gain, profit, or other pecuniary advantage. Notwithstanding the foregoing, this Employment Contract shall not be construed as set forth herein. Nothing in this Agreement shall preclude preventing Employee from devoting time investing his personal assets in any form or manner that will not require any services by Employee in the operation of the affairs of the business in which such investments are made; provided; however, that Employee shall not be permitted to the activities listed below, provided the activities (i) do not materially interfere make any investment in any business competing with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests business of the Company. Further, and (iii) if notwithstanding the foregoing provisions, this Employment Contract shall not be construed as preventing the Employee receives direct compensation for an activity set forth in subsection (d), below, from serving as a member of the board of directors of any company as long as such activity service has been disclosed in writing by the Employee and approved by the Company’s Chief Executive Officer (Chairman of the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in Board and such service does not distract the Employee from his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samehereunder.

Duties. (a) As condition precedent to the effectiveness of this Agreement, the Employee agrees on and has signed and dated the side agreement(s) attached hereto. (b) The Employee understands that the Employee is required to abide by the provisions of the United States Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act of 2010, Title 5 of the Israeli Penalty Law, 2000, and all other applicable laws prohibiting foreign bribery and improper payments. The Employee agrees to comply with the FCPA, the UK Bribery Act of 2010, and all applicable laws, regulations, and governmental orders of Israel, UK and the United States, now or hereafter in effect, relating to the Employee’s duties shall be such duties and responsibilities as employment by the Company. (c) The Employee shall report his/her own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any Group Company to ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ immediately on becoming aware of it. (d) The Employee shall strictly comply with the Company’s Employee Handbook, through its Board Code of Directors or otherwiseBusiness Conduct and Ethics, shall specify IT Acceptable Use Policy, Prevention of Harassment Policy, and rules, policies and procedures, a copy of which is available from the HR department. The Company's employee handbook, codes and policies, as amended from time to time, apply and the Company may amend them at any time in its sole discretion without prior notice. To the extent that there is any conflict between the terms of this Agreement, the Employee Handbook and the policies, this Agreement shall prevail. (e) Unless prevented by incapacity, the Employee shall have such authoritydevote the whole of his/her work time, discretion, power attention and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject abilities to the general supervision and control business of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies undertakes to promptly notify the Company regarding any matter or subject in respect of which the Employee has a personal interest and/or which might create a conflict of interest with the Employee's position in the Company’s business and, during . During the term of this Agreement, will not the Employee shall neither be engaged in any other employment nor directly or indirectly engage in any other business activityactivities in any capacity for any other person, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to firm or company whether or not for consideration, without 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 express prior written consent 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s (a) The Company and Executive hereby agree that, subject to the provisions of this Agreement, the Company shall employ Executive, and Executive shall serve the Company as an executive for the Term of this Agreement. The specific executive position(s) in which Executive will serve will be designated from time to time by the Board or its Compensation Committee, with his initial positions to be as set forth in this Agreement. (b) In the event that Executive is assigned to a position involving different responsibilities and duties of office than those he is currently exercising or is provided with a different title than that stipulated in this Agreement, then such changed position and title shall at a minimum be such equivalent to Executive's then current position and title including but not limited to his reporting relationship within the Company. (c) During the Term hereof, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of the business of the Company to the fullest extent necessary to properly discharge his duties and responsibilities hereunder, whether such business is operated directly by the Company or through one or more of its Affiliates. Executive's position and duties with Affiliates, if any, shall be as identified from time to time by the Company, through its Board of Directors or otherwiseof such Affiliate(s). Further, shall specify with the approval of the Board, from time to time. Employee shall have such authority, discretionExecutive may serve, power and responsibilityor continue to serve, on the boards of directors of, and shall be entitled to officehold any other offices or positions in, secretarial and other facilities and conditions of employmentcompanies or charitable, as are customary political or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitiescivic organizations, subject to which, in the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this AgreementBoard's judgment, will not engage in present any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no material conflict of interest with the interests of the CompanyCompany or its Affiliates, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by will not unfavorably affect the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member performance of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise Executive's duties pursuant to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samethis Agreement.

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during 6.1 During the term of this Agreementthe Appointment, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 hereinshall: (a) serving undertake the duties and obligations agreed with the Company from time to time and reporting to the individual as a director or member of a committee of any organization or corporationspecified in Clause 1; (b) serving as a consultant in his area at all times use all reasonable endeavours to promote the interests and welfare and maintain the goodwill of expertise the Company and any other Group Company and not to government, industrial, do and academic panelsto exercise all reasonable endeavours to prevent there being done anything with may be prejudicial or detrimental to the Company or any Group Company; (c) managing personal investments; orfaithfully and diligently perform his duties; (d) engagingdevote the whole of his working time and attention and the full benefit of his knowledge, directly or indirectlyexpertise and skills in the proper performance of his duties; (e) comply with all lawful directions from time to time given to him by the Board, and the individuals specified in any other non-competing business. Employee agrees Clause 1, and all applicable rules and regulations from time to disclose in writing to time laid down by the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval ; (f) comply with the provisions of such business activity shall be granted Schedule 2 with regard to Copyright and Inventions; (g) comply with the provisions of the Company's Policy regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (h) comply with, save as is inconsistent with the express terms of this Agreement, all applicable rules and regulations from time to time laid down by the CEO Company concerning its employees in the Staff Handbook. 6.2 The Employee shall attend and work at any of the places of business of the Company and/or the Group and/or any client of the Company or Group as determined from time to time by the Company and shall travel to and work at such places (whether within 30 (thirtyor outside the United Kingdom) days of receipt of Employee’s disclosure unless in the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties manner and on the occasions required from time to time by the Company. Such activities The Company shall not, without the Employee's consent, require him to reside or work (other than temporarily) outside the United Kingdom. 6.3 The Company may require the Employee to perform services for any Group Company wherever situated and without further fees or remuneration and any duties that he may have under this Agreement will be deemed approved if to extend to such Group Company. 6.4 The hours of the CEO fails Employee are not fixed but are the usual working hours of the Company and such additional hours as may be necessary to respond enable him to Employee’s disclosure within 30 (thirty) days properly discharge his duties. For the avoidance of receipt doubt, the Employee consents to working in excess of same48 hours when required.

Duties. Employee’s duties shall be Subject to the terms and conditions set forth in this Agreement, effective upon the date of the Completion (provided your employment with Dynacast Inc. (“Dynacast”) has not terminated by reason of your death, disability, resignation or termination for cause prior to such duties and responsibilities date) (the “Effective Date”), the Company agrees to employ you as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power ’s President and responsibilityChief Executive Officer, and shall you agree to be entitled so employed by the Company. You agree to: (a) perform faithfully the duties assigned to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of you by the Company’s Board of Directors. Employee shall be responsible Directors (the “Board”), commensurate with the positions of President and report to the Company’s Board Chief Executive Officer; (b) devote substantially all of Directors. The Employee will devote his full your business time, attention, attention and energies to the Company’s business and, during businesses of the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties Company and responsibilities under this Agreementits Affiliates; (iic) there is no conflict of interest with promote the best interests of the CompanyCompany and its Affiliates (and you shall not, and (iii) if Employee receives direct compensation for an activity set forth except to the extent provided in subsection (d)the next to last sentence of this Section 1, below, either during or outside of 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engagingbusiness time, directly or indirectly, engage in any activity that is contrary to such best interests); and (d) accept any nomination or appointment to serve as chief executive officer, chairman, or director, as the case may be, of any Affiliate, in each case for no additional compensation. You will be subject to and comply with all laws, rules, regulations and policies as are from time to time applicable to (and generally made available to) employees of the Company or Dynacast. Notwithstanding the foregoing, nothing shall prevent you from: (i) making passive investments (other non-competing businessthan in a Competing Business); or (ii) engaging in activities otherwise prohibited by this Agreement upon obtaining the Board’s prior written approval (which approval may be withheld in the Board’s sole discretion) after submitting a written request that details the intended activity. Employee agrees to disclose in writing to During your employment with the Company’s CEO any non-competing business activity for which Employee receives or , you shall receive direct compensation. Approval serve as a member of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameBoard.

Duties. Employee’s duties shall be (a) Executive will have such duties as are incumbent in his position and responsibilities as the otherwise specified from time to time by Company, through its all subject to the direction and supervision of the CEO of Company, to whom the Executive shall report, and the Board of Directors of Company. Executive will devote his full business time and effort to performing his duties and obligations hereunder. Executive agrees that he will at all times be bound by and comply with the terms and provisions of the Guidebook. (b) Executive acknowledges that he owes Company a fiduciary duty pursuant to the terms of this Agreement. Therefore, Executive agrees that he will perform his duties and obligations hereunder in a diligent, careful, thorough and professional manner consistent with good business practice and will at all times (i) endeavor to provide to Company the most sound and reasonable recommendations and advice and (ii) fully promote the business and interests of Company. Executive agrees that Executive will promptly disclose to Company the existence of any activities or otherwiseother circumstances which result in or may hereunder, shall specify and Executive will make such other disclosures relating to Executive's business activities as Company may reasonably request from time to time. Employee Except as is otherwise provided herein, Executive shall have such authoritynot render any services of a commercial or professional nature to any other person or organization, discretionwhether for compensation or otherwise, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to without the general supervision and control prior written consent of the CEO of Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels;. (c) managing personal investments; or All fiends and/or property received by Executive on behalf of Company or any parent or affiliated corporation, subsidiary or division (dcollectively, the "Affiliates" or "Company's Affiliates") engagingwill be received and held by Executive in trust, directly or indirectly, in any other non-competing business. Employee agrees and Executive will promptly account for and remit all such fiends and/or property to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s (a) Executive shall perform such reasonable duties shall be and functions as the Board of Directors may assign to him, provided they are of the type as are typically performed by executives in his position and provided further that beginning January 1, 2012 such duties and responsibilities functions shall relate primarily to assisting the Fairway Group with respect to the identification, design and opening of new stores, and Executive shall comply in the performance of his duties with the policies of the Company and the Board of Directors, and be subject to the direction of the Board of Directors. (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 Fairway Group, as necessary to fulfill his duties; provided, however, that 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 10 hereof. Executive shall perform the duties assigned to him with fidelity and to the best of his ability and in compliance in all material respects with the Company, through its ’s Code of Business Conduct and Ethics and other written policies established by the Board of Directors or otherwise(collectively, shall specify from time to time. Employee shall have such authoritythe “Code of Conduct”), discretion, power and responsibility, and copies of which shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject provided to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, Executive during the term of Employment Term. (c) Nothing contained in this Agreement, will not engage in any other business activity, except as set forth herein. Nothing Section 7 or elsewhere in this Agreement shall preclude Employee be construed to prevent Executive from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth investing or trading 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity investments as he sees fit for which Employee receives his own account, including real estate, stocks, bonds, securities, commodities or shall receive direct compensation. Approval other forms of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameinvestments.

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. The Employee shall have such authoritygeneral responsibility and executive charge, discretion, power management and responsibility, and shall be entitled to office, secretarial and other facilities and conditions control over all the affairs of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitiesthe Company, subject to the general supervision authority and control direction of the Chairman of the Board (the “Chairman”) and the Board (the “Board”), and all such powers as may be reasonably incident to such responsibilities, and such other duties as may be determined by the Chairman or the Board consistent with the duties stated herein. The Employee shall perform his duties primarily at the Company’s Board offices located in Port Washington, New York subject to travel and other duties outside 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 such location consistent with the Company’s business andas the Chairman or the Board shall reasonably determine. In performing his duties, during the term Employee shall report to the Chairman and the Board and shall be subject to the direction of this Agreementthe Chairman and the Board. The Employee shall hold such other positions with the Company and/or its subsidiaries (collectively the “Systemax Companies”) as shall be reasonably requested by the Chairman so long as such other positions are reasonably consistent with the title and duties of the Chief Executive Officer. The Employee shall devote his full working time, will not engage in any other attention and skill to the business activity, except as set forth hereinand affairs of the Company and shall use his best efforts to advance the best interests of the Company. Nothing in this Agreement shall preclude be construed to prohibit the Employee from devoting time to serving on the activities listed below, board of directors of any not-for profit or other corporation provided the activities that (ia) do such service does not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no create an actual or apparent conflict of interest with the interests business of the CompanyCompany or materially interfere with his full working time duties, (b) such service is approved by the Board in advance, 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engagingsuch service does not conflict with any applicable federal or state law, directly regulation or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameNYSE rule.

Duties. Employee’s (i) The Company shall employ the Executive as the President of MZCG , to perform all duties shall be such and services duties and responsibilities consistent with such position, and such other duties and services, consistent with such position, as may from time to time be assigned to the Company, through its Executive by the Board of Directors of MZCG, the Company and HMG. (ii) The Executive's employment with MZCG shall be full-time and exclusive, except that the Executive shall devote such time to the LLC as provided for in the LLC Term Sheet or otherwisesuch other LLC operating agreement as the HMG Member and the Executive shall execute and deliver pursuant to the terms of the LLC Term Sheet. Except as otherwise provided in this subparagraph (ii), shall specify during the Term (as defined in Section 3 hereof), the Executive shall, except during periods of vacation, sick leave or other duly authorized leave of absence, devote the whole of Executive's time, attention, skill and ability during usual business hours to the faithful and diligent performance of the duties and responsibilities described herein. Without any additional consideration, the Executive acknowledges that he may, from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to at the general supervision and control reasonable discretion of the Company’s Board of DirectorsDirectors of HMG (the "HMG Board"), be required to render services similar in function or capacity to those required of him hereunder to or on behalf of any or all Affiliates (as defined in below) of HMG. Employee Unless otherwise indicated by the context, the term "Company" shall be responsible include the Company and report to the Company’s Board all of Directorsits Affiliates. The Employee will devote his full timeterm "Affiliates" shall mean all entities, attentioncontrolling, and energies to the Company’s business andcontrolled by, or under common control with HMG at any time during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameTerm.

Duties. Employee’s duties During the Term (as defined below), Employee shall be employed as Senior Vice President of Engineering of Employer. Employee shall report to the Chief Operating Officer of Employer. Employee agrees to diligently and honestly exercise his business judgment in the discharge of the duties as are customary to this position as those duties are determined from time to time by the Chief Operating Officer and to fully comply with all laws and regulations pertaining to the performance of this Agreement, all ethical rules, Employer's Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers as well as any and all policies, procedures and instructions of the Company including, but not limited to, the provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and best efforts to the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee's duties and responsibilities as the Company, through its Board Senior Vice President of Directors or otherwise, shall specify from time to timeEmployer. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business andnot, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engagingTerm, directly or indirectly, engage in any other non-competing 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 agrees 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 disclose in writing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval Securities Exchange Act of such business activity shall be granted by 1934, as amended (the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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"Exchange Act").

Duties. Employee’s duties shall be such duties and responsibilities (a) EMPLOYEE is engaged as the CompanyChief Executive Officer of EMPLOYER. EMPLOYEE shall perform all usual and customary services as such an executive, through its including but not limited to: consultation and coordination of the activities of consultants; handling all financial matters of the company other than those specifically assigned to either in-house or outside bookkeepers, accountants, auditors and others; setting of corporate policy; working with the Board of Directors; setting and conducting meetings with the Board of Directors or otherwiseand with the officers of the company; review of the performance of the officers and directors of the company; and performance of the marketing and sales efforts for the company until there has been an appointment of another for that duty, shall specify from at which time to timeEMPLOYEE will be in charge of overseeing the marketing and sales efforts of the company. Employee shall have such authority, discretion, power and responsibility, and EMPLOYEE'S performance shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s EMPLOYER'S Board of Directors. The Employee will devote his full precise job description and the specific services to be rendered by EMPLOYEE may be defined, interpreted, curtailed, or extended, from time to time, attentionby determination of the EMPLOYER' Board of Directors, provided, however, that any definition, interpretation, curtailment, or extension is consistent with the status of, and/or educational experience required for, the responsibilities for which EMPLOYEE has been initially engaged hereunder. It is the intent of this provision to provide EMPLOYER with flexibility in assigning responsibilities to EMPLOYEE and/or promoting EMPLOYEE, and energies this provision shall not be used to the Company’s business anddiscipline, during the term of this Agreementembarrass, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director humiliate or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameharass EMPLOYEE.

Duties. Employee’s duties Employee shall serve as the President and Chief Executive Officer of the Company ands shall be such duties responsible for the managing, directing and responsibilities as supervising of all the business operations of the Company, through its subject to the management of the Company by the Board of Directors or otherwise, shall specify from time to timeof the Company. Employee shall have such authority, discretion, power agrees to perform his duties pursuant to this Agreement in good faith and responsibilityin a manner which he honestly believes to be in the best interests of the Company, and shall be entitled to officewith such care, secretarial and other facilities and conditions of employmentincluding reasonable inquiry, as are customary or appropriate an ordinary prudent person in a like position would use under similar circumstances. Employee agrees to Employee’s positionobserve a duty of loyalty to the Company placing the interests of the Company ahead of his own. Employee shall diligently and faithfully execute devote his best efforts, talents and perform such duties and responsibilities, subject skills to the general supervision Business in accordance with the restrictions, direction and control of the Company’s , and shall perform such duties as may reasonable be assigned to Employee by the Company's Board of DirectorsDirectors from time to time, but shall not require Employee to move his principal residence from, Bay Village, Ohio. Such duties shall be rendered at such place or places as the Company shall require in accordance with the best interests, needs, business and opportunities of the Company. Employee shall at all times be responsible subject to and report to the Company’s Board of Directors. The Employee will devote his full timeshall observe and carry out such reasonable rules, attentionregulations, policies, directions and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except restrictions as set forth herein. Nothing in this Agreement shall preclude Employee may be established from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 time by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity Employee's service shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samerendered on a full-time basis.

Duties. Employee’s duties The Employee shall devote his full time and attention to the practice of medicine in which the Employer is and will be such duties engaged, as an employee of the Employer, and responsibilities as the CompanyEmployee shall not, through its without the written consent of the Board of Directors (the "Board"), either directly or otherwiseindirectly, engage in any other professional or business activity, whether or not such professional or business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that the Employee may engage in personal non-financial pursuits that do not substantially interfere with the performance of his duties under this Agreement and nothing contained herein shall specify be construed as preventing the Employee from investing his assets in such form or manner as will not require his services in the operation of the affairs of the company or companies in which such investment or investments are made. Any consent granted to the Employee to engage in other professional or business activities shall be revocable by the Employer at any time to time. Employee shall have such authority, discretion, power and responsibilityupon ten (10) days' notice, and shall be entitled the Employee agrees to office, secretarial cease and other facilities and conditions desist upon receipt of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directorsnotice. The Employee will devote shall use his full time, attention, best efforts to promote the interest and energies to welfare of the Company’s business Employer and, during the term of this Agreement, will the Employee shall not engage in any other business activity, the practice of medicine except as set forth hereinan employee of the Employer. Nothing in this Agreement The Employee shall preclude abide by all of the rules, regulations and policies established or promulgated by the Employer. The Employee from devoting shall devote such time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties administration and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests operation of the Companymedical practice of the Employer as the Employer shall determine. The Employee shall provide such evening and weekend coverage for the Employer's medical practice as shall be assigned to him, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d)from time to time, below, such activity has been disclosed in writing by the Employee and approved by Employer. His duties shall include, but not be limited to, the Company’s Chief Executive Officer (the “CEO”) as set forth hereinfollowing: (a) serving as a director Keeping and maintaining (or member causing to be kept and maintained) appropriate records relating to all professional services rendered by him during the term of a committee of any organization or corporationhis employment with the Employer; (b) serving as a consultant Preparing and attending to, in his area connection with such services, all reports, claims and correspondence necessary or appropriate in the circumstances, all of expertise which records, reports, claims and correspondence shall belong to government, industrial, and academic panelsthe Employer; (c) managing personal investmentsWorking with the staff of the Employer in a cooperative, constructive manner consistent with a policy of providing quality professional services to patients while maintaining excellent morale among the members of the staff of the Employer; orand (d) engaging, directly or indirectly, in any Carrying out all other non-competing business. Employee agrees duties assigned to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted him by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless Board or the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samePresident.

Duties. Employee’s duties During the Term, the Executive shall be such duties and responsibilities serve as Vice Chairman of the Company, through its Board of Directors of the Parent (the “Board of Directors”), reporting directly to the Chairman of the Board of Directors, Vice Chairman of the Board of Managers of the Company (the “Board of Managers”), and President of ▇▇▇▇▇ & Company Financial Limited and President and Chief Executive of the European Business, reporting directly to the Chief Executive Officer of the Parent. The Executive shall faithfully perform for the Parent and the Company the duties customarily attendant to Executive’s position of said offices and shall perform such other duties of an executive, managerial or otherwise, administrative nature related to the European Business as shall specify be reasonably specified and reasonably designated from time to timetime by the Board of Directors and/or the Board of Managers. Employee shall have such authority, discretion, power and responsibility, and Executive shall be entitled required to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such other duties and responsibilitiesof an executive, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report managerial or administrative nature related to the Company’s non-European Business reasonably specified and reasonably designated from time to time by the Board of DirectorsDirectors and/or the Board of Managers, provided that Executive consents to such other duties (such consent not to be unreasonably withheld or delayed). The Employee will devote his full time, attention, and energies to the Company’s business and, during the term For purposes of this Agreement, will the term “European Business” shall mean all of the business of the Company originating in, arising out of, or related to Europe, including, without limitation, the Company’s capital markets business (sales and trading of securities as well as investment banking), the Company’s asset management business (managing assets through listed and private companies, funds, managed accounts and collateralized debt obligations, including but not engage limited to Dekania Europe CDO I plc, Dekania Europe CDO II plc, Dekania Europe CDO III plc, and Munda CLO I BV), the Company’s principal investing business (investments in the investment vehicles, primarily those that the Company manages), and any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to which 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameCompany may engage.

Duties. EmployeeDuring the Term, Executive shall serve on a full-time basis and perform services in a capacity and in a manner consistent with Executive’s duties position for the Company. Executive shall have the title of Chief Executive Officer of the Company and shall have such duties, authorities and responsibilities as are consistent with such position. Executive shall report directly to the Board. Executive shall devote all of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) and Executive’s best efforts to Executive’s employment and service with the Company; provided, however, 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, or (iii) participating on boards of directors or similar bodies of non-profit organizations, so long as (A) such activities do not (a) interfere with the performance of Executive’s duties and responsibilities as hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii) and (iii) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith, through its Board and (B) Executive complies with the Code of Directors or otherwiseBusiness Conduct and Ethics, shall specify as amended from time to time. Employee The Company acknowledges and agrees that Executive’s continued service on such boards shall have such authority, discretion, power and responsibility, and shall not be entitled deemed to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to violate the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term provisions of this Agreement, will not engage in any other business activityincluding without limitation the provisions of Section 8 hereof. If requested, except Executive shall also serve as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests an executive officer and/or member of the Companyboard of directors of any entity that directly, and or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company (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 “CEOAffiliate”) as set forth herein: (a) serving without additional compensation. During the Term, the Company shall cause the Executive to continue to be nominated for election as a director or member of a committee the Board and appointed Chairman of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameBoard.

Duties. Employee’s duties shall be such duties (a) During the Term, Employee agrees to serve Employer as its President, Chief Executive Officer and responsibilities as the Company, through Chairman of its Board of Directors or otherwise(the "Board"), shall specify reporting to the Board, and in such other executive capacities as may be requested from time to timetime by the Board or a duly authorized committee thereof; 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 Fairfield, Connecticut (or the surrounding 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 have such authorityserve, discretionif elected, power and responsibilityas a member of the Board, and shall render similar such services for corporations directly or indirectly controlled by Employer or by Roller Bearing Holding Company, Inc. ("Employer's Affiliates") as Employer may from time to time reasonably request (but only such services as shall be entitled consistent with the duties Employee is to office, secretarial perform for Employer and other facilities with Employee's stature and conditions of employment, as are customary or appropriate to Employee’s positionexperience). Employee shall diligently and faithfully execute and perform such All duties and responsibilitiesservices contemplated by this Section 3 are hereinafter referred to as the "Services." (b) During the Term, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attentionbusiness time and attention to, and energies use his good faith efforts to advance, the Company’s business and, during and welfare of Employer; provided that the term of this Agreement, will foregoing shall not restrict Employee's rights to engage in any passive investment activities, to serve on the boards of directors of other business activity, except entities (so long as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the such activities listed are not violative of Section 4 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 or to engage in writing by the Employee civic and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samesimilar activities.

Duties. Employee’s duties During the Term, the Employee shall be serve as the Executive Vice President, Chief Financial Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such duties other duties, authorities and responsibilities as may reasonably be assigned to the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as by the Chief Executive Officer]that are customary or appropriate to not inconsistent with the Employee’s positionposition as Executive Vice President, Chief Financial Officer. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. In addition: (a) The Employee will devote his full timetime and best efforts, attentiontalents, knowledge and energies experience to serving as the Company’s Executive Vice President, Chief Financial Officer. The Employee will perform his duties diligently and competently and will act in conformity with Company’s written and oral policies and within the limits, budgets and business andplans set by the Company. The Employee will also comply with the Company’s Compensation Recovery Policy, as it may be amended from time to time. Further, the Employee will at all times during the term Term of this Agreement, Agreement strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of Employees of the Company. The Employee will not engage in consulting work or any trade or business for his own account or for or on behalf of any other business activityperson, except firm or company that, as set forth herein. Nothing determined by the Company in this Agreement shall preclude Employee from devoting time to the activities listed belowits sole discretion, provided the activities (i) do not materially interfere competes, conflicts or interferes with the performance of Employee’s his 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 hereunder 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: (a) serving as a director or member of a committee of any organization or corporation;material way. (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. The Employee agrees to disclose in writing to serve without additional compensation as an officer and director of any of the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of subsidiaries and agrees that amounts, if any, received from such business activity shall subsidiary may be granted by offset against the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameamounts due hereunder.

Duties. Employee’s duties the Employee shall be such duties and responsibilities serve as Director Business Development (position) of the CompanyCompany and, through its Board of Directors or otherwisesubject to the general operating policies, shall specify as amended from time to time, of the Board of Directors (the “Board”) and the Company’s Certificate of Incorporation and By-Laws, Employee shall have supervision and control over, and executive responsibility for, the day to day business operations of the Company and its subsidiaries. Employee shall have such authorityother duties as customarily performed by the Director of Business Development and also have such other powers and duties as may be, discretionfrom time to time, power and responsibilityprescribed by the Board, and shall be entitled to office, secretarial and other facilities and conditions provided that the nature of employment, as are customary or appropriate to Employee’s positionpowers and duties so prescribed shall not be inconsistent with Employee’s position and duties hereunder. Employee shall diligently report directly and faithfully execute and perform such duties and responsibilities, subject exclusively to the general supervision Board and control CEO and no other executive officer will be appointed with authority over the business operations of the Company’s Board of DirectorsCompany or its subsidiaries. During the Term, Employee shall also be responsible and report nominated to serve as a member of the Company’s Board of DirectorsBoard. The Employee will shall devote his full time, attention, and energies best efforts to the Company’s business and affairs of the Company and, during the term Term (as defined in Section 2.1 of this Agreement) as well as the period provided in Article III, will not engage shall observe at all times the covenants regarding non-competition, and confidentiality provided in any other business activityArticle III hereof. The Company and Employee acknowledge and agree that, except as set forth herein. Nothing in this Agreement during the Term, Employee shall preclude Employee from devoting time be permitted to the activities listed below, provided the activities (i) serve on corporate, civic or charitable boards or committees, and (ii) manage passive personal investments so long as any such activities do not materially unduly interfere with the performance of Employee’s duties and responsibilities under as an employee of the Company in accordance with 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties During the Term, Executive shall be such duties and responsibilities serve as Executive Vice President—Geology of the Company, through its Board of Directors or otherwisereporting to the President. In such position, Executive shall specify have such duties, authority and responsibility as shall be determined from time to time. Employee shall have such authoritytime by the President, discretionwhich duties, power authority and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as responsibility are customary or appropriate to Employeeconsistent with Executive’s position. Employee The Executive shall, if requested, also serve as an officer or director of any affiliate of the Company for no additional compensation. During the Term, Executive shall diligently devote substantially all of Executive’s business time and faithfully execute and perform such duties and responsibilities, subject attention to the general supervision performance of Executive’s duties hereunder and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activitybusiness, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially profession or occupation for compensation or otherwise which would conflict or interfere with the performance of Employeesuch services either directly or indirectly without the prior written consent of the Board of Directors of Energy & Exploration Partners, Inc. (the “Board”). Notwithstanding the foregoing, Executive will be permitted to (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee, committee member or principal of any type of business, civic or charitable organization as long as such activities are disclosed in writing to the Audit Committee of the Board in accordance with the Code of Business Conduct and Ethics of Energy & Exploration Partners, Inc., 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 interfere with the performance of the Executive’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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameCompany as provided hereunder.

Duties. Employee’s duties shall be such duties Employee will serve as Interim Chief Executive Officer and responsibilities as President of the Company, through its . The Board of Directors or otherwisemay, shall specify from time at any time, decide to timediscontinue to use of the title Interim Chief Executive Officer and President but will continue to compensate the Employee at the same salary level for the balance of the term of the contract. Employee shall have In the event such authoritya decision is made, discretion, power the Company will assign a title and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to duties commensurate with the Employee’s position. Employee shall diligently experience and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directorsabilities. The Employee will devote his full Employee’s entire business time, attention, skill, and energies energy exclusively to the business of the Company, will use the Employee’s best efforts to promote the success of the Company’s business andbusiness, during and will cooperate fully with the term Board of this AgreementDirectors in the advancement of the best interests of the Company. The Employee will report directly to the Board of Directors of the Company. Furthermore, will not engage in any other business activity, except the Employee shall assume and competently perform such reasonable responsibilities and duties as set forth herein. Nothing in this Agreement shall preclude may be assigned to the Employee from devoting time to time by the activities listed belowBoard of Directors or their designee. To the extent that the Company shall have any parent company, provided subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively “Related Entities”), the activities (i) do not materially interfere with Employee shall perform such duties to promote these entities and to promote and protect their respective interests to the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with same extent as the interests of the CompanyCompany without additional compensation. At all times, the Employee agrees that the Employee has read and will abide by, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d)prospectively will read and abide by, belowany employee handbook, such activity policy, or practice that the Company or Related Entities has been disclosed in writing by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise hereafter adopts with respect to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameits employees generally.

Duties. Employee’s duties shall be prescribed from time to time by the Board and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to any subsidiary or affiliate of the Company to which he may be elected, assigned or appointed. Employee shall devote substantially all of his time and attention to the performance of his duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power for and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control on behalf of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, Company except as set forth herein, or as may be consented to by the Company. Nothing In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the business. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities from: (i) do serving as a member of the board of directors or advisory board (or their equivalents in the case of a non-corporate entity) of any charitable or philanthropic organization, separate from the Company; (ii) engaging in charitable, community or philanthropic activities or any other activities or (iii) serving as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by Employee so as not materially to affect, individually or in the aggregate, or interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with hereunder, without the interests consent of the Company. During Employee’s employment with the Company, Employee shall be governed by and be subject to, and (iii) if Employee receives direct compensation for an activity set forth hereby agrees to comply with, all Company policies, procedures, rules and regulations applicable to employees generally, or to employees at executives grade level, including without limitation, the Onyx Employee Handbook, and in subsection (d)each case, below, such activity has been disclosed as they may be amended from time to time in writing by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samesole discretion.

Duties. Employee’s duties (a) The Employee shall serve as Senior Vice President--Product Marketing, of the Company or such other position as may be agreed between the Employee and the Company, and shall perform such duties duties, services and responsibilities as are consistent with such position including, but not limited to, the management and direction of all facts of the Company's marketing and product development. The Employee's duties, through its services and responsibilities will be performed under the overall supervision of the President and Chief Operating Officer of the Company (or such other executive officer as may be designated by the President and Chief Operating Officer) and consistent with the policies of the Board of Directors or otherwiseof the Company (the "Board of Directors"). (b) During the Employment Term, shall specify from time to time. the Employee shall have devote his full business time, attention and skill to the performance of such authorityduties, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties services and responsibilities, subject and will use his best efforts to promote the general supervision and control interests of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full timenot, attentionwithout the prior written approval of the Board of Directors, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially activity which would interfere with the performance of Employee’s duties his duties, services and responsibilities under this Agreement; hereunder or which is in violation of policies established from time to time by the Company. Employee agrees that he will be in the Company's Santa ▇▇▇▇▇▇ headquarters on a regular basis during Monday through Thursday of every week (iiunless he is required to travel for business purposes to other locations and except in the case of planned vacations) there and will be in the Santa ▇▇▇▇▇▇ headquarters on Fridays on an as-needed basis for meetings or to attend to other necessary business matters. On those Fridays that Employee is no conflict of interest with not in the interests of office, he will continue to devote his full business time and attention to his services to 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 will be available by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) telephone as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samenecessary.

Duties. Employee’s duties shall be such duties and responsibilities During the Employment Period, Employee agrees to serve exclusively as the [Title*] of the Company, through its Board . Employee shall exercise such powers and comply with and perform such directions and duties in relation to the business and affairs of Directors or otherwise, shall specify the Company as are customarily and ordinarily exercised and performed by the [Title*] of similar entities and as may from time to timetime be vested in or requested by the Chief Executive Officer of the Company 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. Notwithstanding any other term or provision to the contrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Employee shall at all times report to, and his activities shall at all times be subject to the direction and control of, the Chief Executive Officer of the Company. Employee shall have such authoritygeneral supervisory control over and responsibility for the general management of [Job Description] services, discretionsubject in all instances to the written policy guidelines concerning operations and capital expenditures promulgated and/or approved from time to time by the Board of Directors of the Company or its Executive Committee. Employee agrees to devote his entire business time, power energy and responsibility, skill to the service of the Company and its Affiliates and shall be entitled to officeperform his duties in a good faith, secretarial trustworthy and businesslike manner, in compliance with the laws of the United States of America and all other facilities political subdivisions, all for the purpose of advancing the interests of the Company and conditions of employment, as are customary or appropriate to Employee’s positionits Affiliates. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, at no time during the term of this Agreement, will not Employment Period engage in any other business activityactivity whether or not such activity is pursued for gain, except as set forth hereinprofit or other pecuniary advantage. Nothing in this Agreement shall preclude Employee from devoting time to Notwithstanding the activities listed belowforegoing, provided the activities (i) do same shall not materially interfere with the performance by Employee of Employee’s his duties and responsibilities 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), Employee may invest his personal assets in businesses where the form or manner of such investment will not require services on the part of Employee and in which his participation is solely that of a passive investor and/or serve on the board of directors or as an officer of, or as a volunteer for, charitable, civic or community organizations; (ii) there is no conflict of interest PROVIDED with the interests prior written consent of the Company's Board of Directors, 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving may act as a consultant in his area to businesses or entities or serve as a member of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity board of directors of a for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameprofit organizations.

Duties. Employee’s duties shall be such duties and responsibilities as During the CompanyEmployment Period, through its Board of Directors or otherwise, shall specify from time to time. the Employee shall have such authority, discretion, power and responsibility, the title Chief Financial Officer and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of DirectorsChief Executive Officer. The Employee will devote his full time, attention, and energies shall perform such services for the Company as is consistent with the Employee’s position (subject to the Company’s business and, during power and authority of the term Board to expand or limit such services and to overrule actions of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests officers of the Company) and as lawfully directed, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d)from time to time, below, such activity has been disclosed in writing by the Employee and approved by the Company’s Chief Executive Officer (or the “CEO”) as set forth herein: Board. The Employee shall devote the Employee’s full working time and attention and use the Employee’s best efforts and skill to the performance of the Employee’s duties under this Agreement. The Employee shall not, during the Employment Period, provide services to any business activity for gain, profit or other pecuniary advantage other than the services provided under this Agreement. Notwithstanding the foregoing, the Employee shall be permitted to devote a reasonable amount of time and effort to (a) serving as a director on governing boards of or member of a committee of any organization or corporation; otherwise assisting civic and charitable organizations, and (b) serving holding and managing personal and family investments, but only to the extent that activities described in clauses (a) or (b), individually or as a consultant whole, do not (i) involve the Employee’s active participation in his area the management of expertise any corporation, partnership or other business entity (other than any of the foregoing formed solely to governmenthold and manage personal and family investments), industrial, and academic panels; (cii) managing personal investments; or (d) engaging, directly or indirectly, involve an ownership interest in any other non-competing business. Employee agrees to disclose customer or vendor of the Company or any of its subsidiaries unless approved in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted advance by the CEO within 30 Board, (thirtyiii) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes interfere with Employee’s duties to the Company, or (iv) otherwise violate any provision of this Agreement. Such activities shall Subject to clauses (i) through (iv) of the immediately preceding sentence, the Employee may continue to serve on the board of directors of Heart Water and receive compensation for such service. The Employee acknowledges that the Employee may be deemed approved if required to travel on business in connection with the CEO fails to respond to Employee’s disclosure within 30 (thirty) days performance of receipt of samethe Employee’s duties hereunder.

Duties. Employee’s Seifert shall be responsible ▇▇▇ ▇▇e financial management of the Company. In addition, Seifert's duties shall be such duties and ▇▇▇▇▇▇ ▇nd responsibilities as the Company, through its Board of Directors or otherwise, Company shall specify from time to time, and shall entail those duties customarily performed by the Chief Financial Officer of a company with a sales volume and number of employees commensurate with those of the Company. Employee Seifert shall have such authorityauthor▇▇▇, discretion▇iscretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s his position. Employee Seifert shall diligently and faithfully f▇▇▇▇▇▇▇ly execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board 's board of Directorsdirectors. Employee Seifert shall be responsible and report ▇▇▇ ▇▇▇ort only to the Company’s Board 's board of Directorsdirectors. The Employee will Company's board of directors, in its sole and absolute discretion, shall determine Seifert's duties and responsib▇▇▇▇▇▇▇ ▇nd may assign or reassign Seifert to such duties and ▇▇▇▇▇▇▇ibilities as it deems in the Company's best interest. Seifert shall devote his full timefull-▇▇▇▇ ▇▇tention, attentionenergy, and energies skill during normal business hours to the Company’s business andand affairs of the Company and shall not, during the Employment Term, as that term of this Agreementis defined below, will not engage be actively engaged in any other business activity, except as set forth hereinwith the prior written consent of the Company's board of directors. Nothing in this Agreement shall preclude Employee Seifert from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 hereinreaso▇▇▇▇▇ ▇eriods required for: (a) serving as a director or member of a committee of any organization or corporationcorporation involving no conflict of interest with the interests of the Company; (b) serving as a consultant in his area of expertise (in areas other than in connection with the business of the Company), to government, industrial, and academic panels;panels where it does not conflict with the interests of the Company; and (c) managing his personal investments; or (d) engaging, directly investments or indirectly, engaging in any other non-competing business. Employee agrees to disclose in writing to ; provided that such activities do not materially interfere with the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval regular performance of such business activity shall be granted his duties and responsibilities under this Agreement as determined by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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.1

Duties. Employee’s duties During the Term (as defined below), Employee shall be such employed as Chief Operating Officer of Employer. Employee shall report to the Chief Executive Officer of Employer. Employee agrees to diligently and honestly exercise his business judgment in the discharge of the duties and responsibilities as are customary to this position as those duties are determined from time to time by the Company, through its Board of Directors or otherwise, shall specify from time of the Employer (the “Board”) and to time. Employee shall have such authority, discretion, power fully comply with all laws and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject regulations pertaining to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term performance of this Agreement, will 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 engage in any other business activitylimited to, except as set forth hereinthe provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Nothing in this Agreement shall preclude Employee from devoting agrees to devote his full work time and best efforts to the activities listed below, provided the activities (i) do not materially interfere with the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict as Chief Operating Officer of interest with Employer. Employee will not, during 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engagingTerm, directly or indirectly, engage in any other non-competing 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 agrees 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 disclose in writing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval Securities Exchange Act of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 same1933.

Duties. EmployeeExecutive shall devote substantially all of Executive’s duties working time, attention and efforts to the business and affairs of the Company (which shall include service to its affiliates), except during any paid vacation or other excused absence periods. Executive shall not engage in outside business activities (including serving on outside boards or committees) 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 such duties permitted to (i) have a direct and/or indirect ownership interest in non-competing companies; (ii) 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, provided that Executive shall not serve on more than one other public company board (and responsibilities as two boards total) without the Companyprior consent of the Board, through its Board of Directors or otherwise, shall specify from time not to time. Employee shall have such authority, discretion, power and responsibilitybe unreasonably withheld, and shall obtain prior consent of the Board prior to serving on another public company board, not to be entitled to officeunreasonably withheld; (iii) serve on the board of directors of, secretarial 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 (iv) pursue his personal financial and other facilities and conditions of employmentlegal affairs, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilitiesin each case, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in compliance with this Agreement shall preclude Employee from devoting time to the and provided that such activities listed below, provided the activities (i) do not materially interfere with the Executive’s performance of EmployeeExecutive’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest hereunder or violate any restrictive covenants applicable to Executive pursuant to any written agreement with the interests of Company (including, without limitation, the Company, and (iii) if Employee receives direct compensation for an activity restrictive covenants set forth in subsection (dSection 5), below, such activity has been disclosed in writing . Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) Company from time to time, in each case as amended from time to time, as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrialwriting, and academic panels; as delivered or made available to Executive (c) managing personal investments; or (d) engagingeach, directly or indirectlya “Policy”), provided that the terms of such Policies do not conflict with the terms of this Agreement, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or case this Agreement shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samecontrol.

Duties. Employee’s duties During the Term, the Employee shall be serve as the Executive Vice President, Chief Executive Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such duties other duties, authorities and responsibilities as may reasonably be assigned to the Employee by the Chief Executive Officer]that are not inconsistent with the Employee’s position as Executive Vice President, Chief Executive Officer. In addition: (a) The Employee will devote her full time and best efforts, talents, knowledge and experience to serving as the Company’s Executive Vice President, through its Board of Directors or otherwiseChief Executive Officer. The Employee will perform her duties diligently and competently and will act in conformity with Company’s written and oral policies and within the limits, shall specify budgets and business plans set by the Company. The Employee will also comply with the Company’s Compensation Recovery Policy, as it may be amended from time to time. Further, the Employee shall have such authoritywill at all times during the Term of this Agreement strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of Employees of the Company. The Employee will not engage in consulting work or any trade or business for her own account or for or on behalf of any other person, firm or company that, as determined by the Company in its sole discretion, power competes, conflicts or interferes with the performance of her duties hereunder in any material way. (b) The Employee agrees to serve without additional compensation as an officer and responsibility, and shall be entitled to office, secretarial and other facilities and conditions director of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control any of the Company’s Board of Directors. Employee shall subsidiaries and agrees that amounts, if any, received from such subsidiary may be responsible and report to offset against the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameamounts due hereunder.

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled perform the following duties pursuant to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) Employee shall serve as an Executive Vice President and Chief Administrative Officer of Employer. Employee is currently serving and will continue to serve on the Board of Directors of Employer. Employee may be removed at anytime from any board seat as deemed appropriate by the shareholders of Employer, and such removal shall not be considered a director or member breach by the Employer of this Agreement. Removal of Employee from the office of Executive Vice President and Chief Administrative Officer shall be considered a committee material breach of any organization or corporation;the terms of this Agreement by Employer. (b) serving as a consultant As the Chief Administrative Officer of Employer, Employee shall be principally responsible for the administrative and operational affairs of Employer and shall coordinate and supervise the legal affairs of the Employer, reporting to the Chief Executive Officer of Employer. In addition Employee shall be available to assist Employer and its related entities in his area connection with the management and operation of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing businesstheir respective businesses. Employee agrees shall perform all duties and responsibilities normally associated with his officer and director positions and shall carry out such other duties and responsibilities and as otherwise may be reasonably assigned to disclose in writing Employee by the Chief Executive Officer of Employer. Employee shall continue to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval serve as President and Chief Executive Officer of such business activity Coastal Provider Networks, Inc. and shall be granted by principally responsible for managing the CEO within 30 (thirty) days operation and/or sale of receipt that business unit. Without limiting the generality of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict foregoing Employer shall have the following specific duties and responsibilities during the third and fourth fiscal quarters of interest or such activity materially interferes with Employee’s duties 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.1997:

Duties. Employee’s 2.1 The Executive shall at all times during the Employment: 2.1.1 unless prevented by ill health and except during holidays taken in accordance with this Agreement, devote the his working time (as detailed in clause 3.1) attention and skill to his duties shall be such under this Agreement; 2.1.2 faithfully, diligently and competently perform the duties and responsibilities exercise such powers attaching to his office or which are reasonably from time to time assigned to or vested in him and exercise the powers consistent with them; 2.1.3 if and so long as the CompanyCompany requires and without further remuneration carry out his duties on behalf of any Group Company and act as a director or officer of any Group Company and shall exercise his duties for such Group Company on like terms as for the Company under this Agreement; 2.1.4 obey all lawful and reasonable directions of the Board, through its observe such reasonable restrictions or limitations as may from time to time be imposed by the Board upon the Executive’s performance of Directors his duties and implement and abide by any relevant Company or otherwise, shall specify Group policy which may be promulgated or operated in practice from time to time. Employee shall have such authority, discretion, power ; 2.1.5 use all his reasonable endeavours to promote develop and responsibility, extend the interests and business of the Group and shall not do or willingly permit to be entitled done anything which is harmful to officethose interests, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to declaring that the general supervision and control pursuance by the Executive of the Company’s activities specified in Clause 10.2 shall not be a breach of either this sub-clause or this Agreement; 2.1.6 keep the Board fully informed (in writing if so requested) of Directors. Employee shall be responsible his conduct of the business or affairs of the Company and report to the Company’s Group and provide such explanations as the Board or any member of Directors. The Employee will devote his full time, attention, and energies to the Company’s business Board may require; and, during 2.1.7 in the term event that he is in breach of any of the terms of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee immediately disclose the breach to the Company 2.1.8 comply with all rules regulations policies and procedures of the Company or the Group from devoting time to time in force. 2.2 The Executive shall not without 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 prior consent 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 hereinBoard: (a) serving 2.2.1 incur on behalf of the Company or the Group any capital expenditure in excess of such sum as a director or member may be authorised from time to time by resolution of a committee of any organization or corporationthe Board; (b) serving as a consultant 2.2.2 enter into on behalf of the Company or the Group any commitment contract or arrangement otherwise than in the normal course of business or which is outside the scope of his area normal duties or which is of expertise to government, industrial, and academic panelsan unusual or onerous or long term nature; (c) managing personal investments2.2.3 engage any person on terms which vary from those established from time to time by resolution of the Board; or (d) engaging, directly 2.2.4 dismiss any employee of the Company or indirectly, in the Group without giving proper notice or without following the statutory disciplinary procedure. 2.3 The Company may at any time appoint any other non-competing business. Employee agrees person to disclose act jointly with the Executive in writing performing his duties without loss of status to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameExecutive.

Duties. Employee’s duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee (a) Executive shall have such authority, discretion, power authority and responsibilityresponsibilities and shall perform such reasonable duties and functions as are typically performed by executives in her position and such other reasonable duties and functions commensurate with her position as the Chief Executive Officer and Board lawfully assign to her. Executive shall comply in the performance of her duties with the policies of the Fairway Group and the Board, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision direction of the Chief Executive Officer and control the Board. (b) During the Employment Term, Executive shall devote all of her business time and attention, reasonable vacation time and absences for sickness excepted, to the business of the Fairway Group, as necessary to fulfill her duties; provided, however, that Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of her duties hereunder and do not violate Section 9 hereof. Executive shall perform the duties assigned to her in compliance in all material respects with the Company’s Board Code of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of Conduct. (c) Nothing contained in this Agreement, will not engage in any other business activity, except as set forth herein. Nothing Section 6 or elsewhere in this Agreement shall preclude Employee be construed to prevent Executive from devoting time to the activities listed belowinvesting or trading in non-competing investments as she sees fit for her own account, provided the activities (i) do not materially interfere with the performance including real estate, stocks, bonds, securities, commodities or other forms 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or. (d) engagingExecutive shall have the right to serve on one (1) outside board of directors of Executive’s choosing. The Chief Executive Officer shall have the right to approve of Executive’s choice, directly or indirectly, in any other non-competing businesssuch approval not to be unreasonably withheld. Employee agrees to disclose in writing Executive’s position as a member of an outside board of directors shall not detract from her duties and responsibilities to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameFairway Group.

Duties. Employee’s duties (a) The Executive shall be such duties serve during the Employment Period as Chairman of the Board and responsibilities as Chief Executive Officer of the Company, through its reporting only to the Board of Directors or otherwise, (the "Board"). The Executive agrees that in such offices he shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control functions as are commensurate with his status as Chairman of the Company’s Board and Chief Executive Officer of Directors. Employee shall the Company as may from time to time be responsible and report to determined by the Company’s Board of DirectorsBoard. The Employee will Executive shall devote substantially all of his full working time, attention, skill and energies efforts to the performance of his duties hereunder; provided, however, that with the prior approval of the Board, which it may grant or deny in its sole discretion, the Executive may serve on the boards of directors of other for-profit corporations, if such service does not conflict with his duties hereunder or his fiduciary duty to the Company’s business and. It is further understood and agreed that nothing herein shall prevent the Executive from managing his passive personal investments (subject to applicable Company policies on permissible investments), during and (subject to applicable Company policies) participating in charitable and civic endeavors, so long as such activities do not interfere in more than a de minimis manner with the term Executive's performance of this Agreement, will not engage in any other business activity, except as set forth hereinhis duties hereunder. Nothing in The services to be performed by the Executive pursuant to the terms of this Agreement shall preclude Employee from devoting be rendered principally at the Company's principal offices; provided, however, that the Executive agrees to travel for reasonable periods of time for business purposes whenever such travel is necessary or appropriate to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s his 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: (a) serving as a director or member of a committee of any organization or corporation;hereunder. (b) serving Upon request of the Board, the Executive shall also serve as a consultant in his area an officer and director of expertise to government, industrial, subsidiaries and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to affiliates of the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties shall be such duties (a) During the Term, Employee agrees to serve Employer as its Vice President and responsibilities as Chief Operating Officer reporting to the Company’s Chief Executive Officer, through its Board of Directors or otherwise, shall specify and in such other executive capacities as may be agreed from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of time by the Company’s Board of DirectorsDirectors 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 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 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 responsible consistent with the duties Employee is to perform for Employer and report with Employee’s stature and experience). All duties and services contemplated by this Section 2 are hereinafter referred to as the Company’s Board of Directors. The “Services.” (b) During the Term, Employee will devote his full time, attentionbusiness time and attention to, and energies use his good faith efforts to advance, the Companybusiness and welfare of Employer; provided that the foregoing shall not restrict Employee’s business and, during the term of this Agreement, will not rights to engage in any passive investment activities, to serve on the boards of directors of other business activity, except entities (so long as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the such activities listed below, provided the activities (i) do are not materially interfere with the performance violative 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 (dSection 6), belowor to engage in civic, such activity has been disclosed in writing by the Employee charitable and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samesimilar activities.

Duties. Employee’s duties (a) During the Employment Period, the Executive (i) shall serve as Senior Vice President & President, ▇▇▇▇▇▇▇, Inc., a subsidiary of the Companies, (ii) shall report directly to an officer of the Companies (the “Supervising Officer”) who shall be selected by the Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of the Board and/or the Supervising Officer have such authority and perform in a diligent and competent manner such duties and responsibilities as may be assigned to the Company, through its Board of Directors or otherwise, shall specify Executive from time to time. Employee time by the Board and/or the Supervising Officer and (iv) shall have devote the Executive’s best efforts and such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, knowledge and energies skill to the Companyoperation of the business and affairs of the Companies as shall be necessary to perform the Executive’s duties. During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business andor as may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the term Employment Period, subject to any conflict of this Agreementinterest policies of the Companies, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities Executive may (i) do serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the performance of EmployeeExecutive’s duties and responsibilities under this Agreement; hereunder, (ii) there is no conflict of interest with the interests make and manage personal investments of the CompanyExecutive’s choice, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by with the Employee and approved by prior consent of the Company’s Companies’ Chief Executive Officer Officer, which shall not be unreasonably withheld, serve on the board of directors of one (the “CEO”1) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other nonfor-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing profit business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameenterprise.

Duties. (a) During the Term, Employee agrees to serve Employer as its Vice President and Chief Operations Officer, and Chief Financial Officer reporting to the Chief Executive Officer, and in such other executive capacities as may be agreed from time to time by the Board (or a duly authorized committee thereof) and Employee; provided that (i) Employee’s duties shall at all times be such duties limited to those commensurate with the foregoing offices, and responsibilities (ii) Employee shall not be obligated, without his consent, to relocate his principal office location from Oxford, Connecticut (or the 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 Company, through its Board board of Directors or otherwisedirectors of the organization in question, shall specify 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. Employee shall have time reasonably request (but only such authority, discretion, power and responsibility, and services as shall be entitled consistent with the duties Employee is to office, secretarial perform for Employer and other facilities and conditions of employment, as are customary or appropriate to with Employee’s positionstature and experience). Employee shall diligently and faithfully execute and perform such All duties and responsibilitiesservices contemplated by this Section 3 are hereinafter referred to as the “Services.” (b) During the Term, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attentionbusiness time and attention to, and energies use his good faith efforts to advance, the Companybusiness and welfare of Employer; provided that the foregoing shall not restrict Employee’s business and, during the term of this Agreement, will not rights to engage in any passive investment activities, to serve on the boards of directors of other business activity, except entities (so long as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the such activities listed are not violative of Section 4 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), belowor to engage in civic, such activity has been disclosed in writing by the Employee charitable and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samesimilar activities.

Duties. Employee’s duties shall be such duties (a) Executive is employed by the Company to serve as its President and responsibilities as Chief Executive Officer, subject to the Company, through its authority and direction of the Board of Directors of the Company and the Chief Executive Officer of H&R Block, Inc., a Missouri corporation ("Block") and the indirect parent of the Company. Subject to the foregoing, Executive will have such authority and responsibility and duties as are normally associated with the position of President. The Company reserves the right to modify, delete, add, or otherwiseotherwise change Executive's job responsibilities, shall specify in its sole discretion, at any time. Executive will perform such other duties as are assigned to Executive from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation;. (b) serving So long as Executive is employed under this Agreement, Executive agrees to devote Executive's full business time and efforts exclusively on behalf of the Company and to competently and diligently discharge Executive's duties hereunder. Executive will not be prohibited from engaging in such personal, charitable, or other nonemployment 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 comply fully with all reasonable policies of the Company as are from time to time in effect and applicable to Executive's position. Executive understands that the business of Block, the Company, and/or any other direct or indirect subsidiary of Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive to submit to background investigation as a consultant condition of Block, the Company, and/or Affiliates' participation in his area of expertise certain activities subject to governmentsuch regulation. If Executive, industrialBlock, and academic panels; (c) managing personal investments; or (d) engagingthe Company, directly or indirectlyAffiliates are unable to participate, in whole or in part, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties to as the Company. Such activities shall result of any action or inaction on the part of Executive, then this Agreement and Executive's employment hereunder may be deemed approved if terminated by 1 the CEO fails to respond to Employee’s disclosure within 30 (thirty) days of receipt of sameCompany without notice.

Duties. Employee’s duties During the Employment Term, the Executive shall be serve as Chief Financial Officer of the Company. In such duties capacity, the Executive shall perform such senior executive duties, services and responsibilities on behalf of the Company Group (as defined below) consistent with such position as may be reasonably assigned to the Company, through its Board of Directors or otherwise, shall specify Executive from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary time by the Chief Executive Officer or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control President of the Company’s Board . In performing such duties hereunder, the Executive will report directly to Chief Executive Officer or President of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term For purposes of this Agreement, will “Company Group” shall mean, individually and collectively, iPayment Investors, L.P. (“iPayment Investors”) and its subsidiaries, including but not limited to the Company. During the Employment Term, except as provided in the next following sentence, the Executive shall devote substantially all his business time and attention to the performance of such duties, services and responsibilities, and shall use his commercially reasonable efforts to promote the interests of the Company Group, and the Executive shall not engage in any other business activityactivity without the approval of the Board of Directors of the Company (the “Board”). Notwithstanding the preceding sentence, except as set forth herein. Nothing in this Agreement the Executive shall preclude Employee from devoting time be permitted to the activities listed below, provided the activities (i) do serve on the board of or provide other services to charitable, civic, educational, professional, community or other not-for-profit organizations, (ii) manage his personal and family investments, including, but not materially limited to, the activities of Adaero Holdings LLC and any successor entity and (iii) engage in such other activities as are permitted by the Board from time to time, in the case of each of (i), (ii) and (iii), so long as such activities neither (x) significantly interfere with the performance of Employee’s his duties hereunder nor (y) violate Section 7 hereof. During the Employment Term, the Company shall maintain executive offices for the Executive in the New York City metropolitan area, and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests Executive shall not be required to relocate from the New York City metropolitan area to any other location. The Executive shall perform his services hereunder in the New York City metropolitan area, except for business travel related to business and activities 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameCompany Group.

Duties. Employee’s duties During the Term, Executive shall be have the authority and power to perform such duties consistent with those of the President and Chief Executive Officer and shall not be required without his written consent to undertake responsibilities not commensurate with his position. If Executive becomes Chairman, then he also shall have the authority and power to perform the duties consistent with such position. Executive shall comply fully and promptly with the various policies, procedures and rules governing employees promulgated and/or as amended from time to time by the Company and any applicable subsidiary or Affiliate of the Company (including, without limitation, the Company's Ethical Conduct and Conflicts of Interest Policy and Government Relations Policy) and with any applicable disclosure and other requirements of any governmental authority and of any other entity with which the Company, through its subsidiaries and Affiliates are doing or propose to do business. Except for illness, vacations, and holidays in accordance with then-current Company policy (or, if applicable, this Agreement), and (subject to the approval of the Board) reasonable leaves of absence, Executive shall devote his full business time, attention, skill, undivided loyalty and best efforts to the faithful performance of his duties hereunder; provided, however, that with the approval of the Board of Directors or otherwise(which approval shall not unreasonably be withheld), shall specify from time to time. Employee shall have such authority, discretionExecutive may serve, power and responsibilityor continue to serve, on the board of directors of, and shall be entitled to officehold any other offices or positions, secretarial and other facilities and conditions of employmentin companies or organizations, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to which in the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this AgreementBoard's judgment, will not engage in present any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d)its subsidiaries or Affiliates, below, such activity has been disclosed in writing by or materially adversely affect the Employee and approved by the Company’s Chief Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member performance of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise Executive's duties pursuant to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samethis Agreement.

Duties. Employee’s L▇▇▇▇▇▇ shall be responsible for the management of the Company. In addition, L▇▇▇▇▇▇'▇ duties shall be such duties and responsibilities as the Company, through its Board of Directors or otherwise, Company shall specify from time to time, and shall entail those duties customarily performed by the Chief Executive Officer of a company with a sales volume and number of employees commensurate with those of the Company. Employee L▇▇▇▇▇▇ shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s his position. Employee L▇▇▇▇▇▇ shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board 's board of Directorsdirectors. Employee L▇▇▇▇▇▇ shall be responsible and report only to the Company’s Board 's board of Directorsdirectors. The Employee will Company's board of directors, in its sole and absolute discretion, shall determine L▇▇▇▇▇▇'▇ duties and responsibilities and may assign or reassign L▇▇▇▇▇▇ to such duties and responsibilities as it deems in the Company's best interest. L▇▇▇▇▇▇ shall devote his full time, full-time attention, energy, and energies skill during normal business hours to the Company’s business andand affairs of the Company and shall not, during the Employment Term, as that term of this Agreementis defined below, will not engage be actively engaged in any other business activity, except as set forth hereinwith the prior written consent of the Company's board of directors. Nothing in this Agreement shall preclude Employee L▇▇▇▇▇▇ from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 hereinreasonable periods required for: (a) serving as a director or member of a committee of any organization or corporationcorporation involving no conflict of interest with the interests of the Company; (b) serving as a consultant in his area of expertise (in areas other than in connection with the business of the Company), to government, industrial, and academic panels;panels where it does not conflict with the interests of the Company; and (c) managing his personal investments; or (d) engaging, directly investments or indirectly, engaging in any other non-competing business. Employee agrees to disclose in writing to ; provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement as determined by the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee(a) During the Term, Executive shall serve as a Co-President of the Company, with such authority and duties as are assigned to 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 any such CEO hiring may result in a readjustment of Executive’s duties shall be such title, authority, duties and responsibilities for the Company; provided that in no event shall Executive’s title, authority, duties and responsibilities for the Company be reduced, in the aggregate, below the level of such title, authority, duties and responsibilities vested in Executive in his or her capacity as the Executive Vice President of Sales of the Company prior to his or her promotion to Co-President. Executive will work principally in the Los Angeles, California offices of the Company, through its Board of Directors but will also conduct such business travel as is reasonably required to fulfill his or otherwiseher duties hereunder. During the Term, Executive shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject report to the general supervision Board and/or the CEO. (b) During the Term, Executive shall devote substantially all his or her working time, attention, skill and control efforts to the business and affairs of the Company, will use his or her best efforts to promote the success of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attentionbusiness, and energies to shall not enter the Company’s business and, during the term employ of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving serve as a consultant in his area of expertise to governmentto, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees company; provided, however, the foregoing shall not preclude Executive from devoting a reasonable amount of time to disclose in writing managing Executive’s investments and personal affairs and to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samecharitable and civic activities.

Duties. Employee’s duties shall be such duties and responsibilities as Subject to the Company, through its powers by law vested in the Board of Directors of Bank, Employee shall perform the duties of Executive Vice President of Commerce Security Leasing. In that capacity, Employee is primarily responsible for managing all facets of the Leasing Division. Employee is also responsible for Leasing Division marketing, underwriting, documentation, disbursements, servicing and collecting. Employee's duties include, but are not limited to, those duties specified on Bank's Job Description for the position of Executive Vice President/Leasing Division a copy of which is attached as Exhibit "A" hereto. The duties and position of Employee may be changed from time to time by the Chief Executive Officer of Bank, any such changes being substantially similar with those held or otherwiseperformed by Employee as of the date of this Agreement and maintaining then current compensation, without resulting in a rescission of this Agreement. Notwithstanding any such change from the duties originally assigned and specified above, or hereafter assigned, the employment of Employee shall specify be construed as continuing under this Agreement as modified. During the Term, Employee shall perform exclusively the services herein contemplated to be performed by Employee faithfully, diligently and to the best of Employee's ability, consistent with leasing industry standards and in compliance with all applicable laws, Bank's Articles of Association and Bylaws and Bank's policies, as modified from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties The Executive shall be such duties and responsibilities as work for the Company, through its Board of Directors or otherwise, shall specify from Employer in a full-time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directorscapacity. The Employee will devote his full time, attention, and energies to the Company’s business andExecutive shall, during the term of this Agreement, will not engage have the duties, responsibilities, powers, and authority customarily associated with the positions of President and Chief Executive Officer. The Executive shall report to, and follow the direction of, the Board of Directors of the Employer (the “Board”). The Executive shall continue to serve on the Board and shall be nominated for reelection to the Board at the expiration of each term of office provided he is then the Chief Executive Officer of the Employer. The Executive agrees to serve as a member of the Board for each period for which he is so appointed or elected. In addition to, or in any lieu of, the foregoing, the Executive also shall perform such other business activity, except and related services and duties that are commensurate with his positions as set forth herein. Nothing in this Agreement shall preclude Employee may be assigned to him from devoting time to time by the activities listed belowBoard. The Executive shall diligently, provided competently, and faithfully perform all duties, and shall devote his entire business time, energy, attention, and skill to the activities performance of duties for the Employer or its affiliates and will use his best efforts to promote the interests of the Employer. Notwithstanding the foregoing, the Executive shall be permitted to (i) engage in charitable and community 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 day-to-day operations of any such business) and (iii) with the prior written approval of the Board, serve on the board of directors of one other non-competing business; provided, in each case, and in the aggregate, that such activities do not materially interfere with the performance of Employeethe Executive’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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samehereunder.

Duties. Employee’s duties 2.1 From and after the Commencement Date, Executive shall be such employed as President of Property Management Division of the Company, with the authority, duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time assigned to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of Executive by the Company’s Board of Directors. Employee Directors (the “Board”) or Chief Executive Officer (“CEO”), to whom she shall be responsible and report; provided, however, that, for so long as Executive serves as Co-CEO pursuant to Section 2.2 below, Executive shall report solely to the Board. 2.2 Beginning on the Commencement Date and continuing until she resigns from such role or is removed from it by the Board in its sole discretion, Executive shall also serve as Co-CEO of the Company’s Board of Directors. The Employee will devote his full timeIn this capacity, attentionExecutive shall have and exercise the authority, duties, and energies responsibilities assigned to her by the Board, to whom she shall report. For avoidance of doubt, Executive’s resignation or removal from the position of Co-CEO shall not, by itself, constitute Good Reason (within the meaning of Section 4.5). 2.3 Executive shall devote all of her working time and efforts exclusively to the Company’s business and, during the term performance of her duties under this Agreement, will Agreement and shall not engage be employed or otherwise be engaged in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially activity that would conflict or interfere with the performance of EmployeeExecutive’s duties without the prior written approval of the Board. Notwithstanding the foregoing, Executive will be permitted to (a) act or serve as a director of one publicly traded company so long as such activities are disclosed in writing to the Board, provided that such service does not interfere with the performance of Executive’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of to 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: (a) serving as a director or member of a committee of any organization or corporation; ; (b) serving with the prior written consent of the Board (which consent will not be unreasonably withheld, conditioned or delayed) act or serve as a consultant in his area director, trustee, or committee member of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly any type of civic or indirectly, in any other non-competing business. Employee agrees to disclose charitable organization as long as such activities are disclosed in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval Board and, provided that the activities described above do not interfere with the performance of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with EmployeeExecutive’s duties and responsibilities to the Company. Such activities ; and (c) purchase or own less than 5% of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, the corporation. 2.4 Executive shall be deemed approved if employed at the CEO fails Company’s executive office in the Dallas area or remotely as agreed upon with the CEO. Executive shall perform her duties during customary business hours at such executive office, except when her duties require business travel. 2.5 If elected, Executive agrees to respond serve on the Board and on the board of any affiliates without additional compensation. Executive further agrees to Employee’s disclosure within 30 (thirty) days serve as an officer of receipt of sameany affiliates without additional compensation.

Duties. Employee’s duties (a) Throughout the Employment Period, the Executive shall be such duties and responsibilities as the President of the Company reporting directly to the Company, through its Board of Directors or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility’s Chief Executive Officer, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such have all duties and responsibilitiesauthorities as customarily exercised by an individual serving in such position in a company the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. During the Employment Period, subject to the general supervision and control Company shall also nominate the Executive for re-election as a member of the Company’s Board of DirectorsDirectors (the “Board”). Employee The Executive’s primary office location shall be responsible and report to at the Company’s Board of Directors. The Employee will devote executive offices in the Irvine, California metropolitan area, but the Executive shall undertake such travel as is reasonably required for his full timeduties hereunder. (b) Throughout the Employment Period, attentionthe Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully, and energies shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) Executive shall devote substantially all of his business time to the affairs of the Company’s ; provided, however, that anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Chief Executive Officer of the Company, which consent will not be unreasonably withheld or delayed, serving on the boards of directors of other business andentities, during trade associations and/or charitable organizations, including, without limitation, the term entities where the Executive was serving as a director on the date of this Agreement, will not engage (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to activities approved by the Chief Executive Officer of the Company; provided that the activities listed below, provided the activities (i) described above do not materially interfere with the performance of Employeethe Executive’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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameCompany as provided hereunder.

Duties. Employee’s (a) Employee shall have the title, duties shall be and responsibilities of President and Chief Operating Officer of the Company and such other titles, duties and responsibilities as the Company, through its Board of Directors or otherwise, shall specify may from time to time. Employee shall have such authority, discretion, power and responsibility, and shall time be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 assigned by the Company’s Chief Executive Officer (the “CEO”) as set forth herein:that are consistent with such duties and responsibilities. (ab) Employee agrees to do and perform all such acts and duties faithfully and diligently and to furnish such services as the CEO may from time to time direct, and do and perform all acts in the ordinary course of business of the Company (within such limits as the CEO may prescribe) necessary and conducive to the best interest of the Company. (c) Employee agrees to devote his full time, energy and skill to the business of the Company and to the promotion of the best interests of the Company and the performance of his duties as President and Chief Operating Officer of the Company and in such other capacities as he may be elected; provided that Employee shall not (to the extent not inconsistent with Sections 3(d), 8(a) and 8(b) below) be prevented from (i) serving as a director or member of a committee of any organization corporation consented to in advance by the CEO, (ii) engaging in charitable, religious, civic or corporation; other non-profit community activities, or (biii) serving investing his personal assets in such form or manner as will not require any substantial services on his part in the operation or affairs of the business in which such investments are made which would detract from or interfere or cause a consultant in conflict of interest with performance of his area of expertise to government, industrial, and academic panels; (c) managing personal investments; orduties hereunder. (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose observe policies and procedures of the Company in writing effect from time to time applicable to employees of the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval Company including, without limitation, policies with respect to employee loyalty and prohibited conflicts of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameinterest.

Duties. Employee(a) Executive shall serve as the Chief Financial Officer of the Company, reporting to the Chief Executive Officer. In this capacity, Executive will serve as the Company’s duties shall be chief financial officer and will provide financial 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 title(s), status, and position as the Company, through its Chief Executive Officer or Board of Directors or otherwiseof Inuvo may, shall specify from time to time, prescribe. (b) So long as employed under this Agreement, Executive agrees to devote full time and efforts exclusively on behalf of the Company and to competently, diligently and effectively discharge all duties of Executive hereunder. Employee Executive shall have not be prohibited from engaging in such authoritypersonal, discretioncharitable, power or other nonemployment activities as do not interfere with full time employment hereunder and responsibility, and which do not violate the other provisions of this Agreement. Executive further agrees to comply fully with all reasonable policies of the Company as are from time to time in effect. (c) Executive shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control based out of the Company’s Board of DirectorsNew York, New York office. Employee If the Company decides to move its operations more than 50 miles from its current offices in New York, New York, Executive shall not be responsible and report required to relocate and, to the Company’s Board extent the Executive cannot perform his duties hereunder as a result of Directors. The Employee will devote such a move, his full time, attention, and energies to the Company’s business and, during the term of this Agreement, non-performance will not engage in any other business activity, except constitute Cause (as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed defined 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties (a) The Executive shall be such duties serve during the Employment Period as President and responsibilities as Chief Operating Officer of the Company, through its reporting only to the Chairman of the Board and Chief Executive Officer of Directors or otherwise, the Company (the "CEO"). The Executive agrees that in such offices he shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision functions as are commensurate with his status as President and control Chief Operating Officer of the Company’s Company as may from time to time be determined or directed by the Board of Directors. Employee shall be responsible and report to or by the Company’s Board of DirectorsCEO. The Employee will Executive shall devote substantially all of his full working time, attention, skill, and energies efforts to the performance of his duties hereunder; provided, however, that with the prior approval of the CEO, which he may grant or deny in his sole discretion, the Executive may serve on the boards of directors of other for-profit corporations, if such service does not conflict with his duties hereunder or his fiduciary duty to the Company’s business and. It is further understood and agreed that nothing herein shall prevent the Executive from managing his passive personal investments (subject to applicable Company policies on permissible investments), during and (subject to applicable Company policies) participating in charitable and civic endeavors, so long as such activities do not interfere in more than a de minimis manner with the term Executive's performance of this Agreement, will not engage in any other business activity, except as set forth hereinhis duties hereunder. Nothing in The services to be performed by the Executive pursuant to the terms of this Agreement shall preclude Employee from devoting be rendered principally at the Company's principal offices; provided, however, that the Executive agrees to travel for reasonable periods of time for business purposes whenever such travel is necessary or appropriate to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s his 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: (a) serving as a director or member of a committee of any organization or corporation;hereunder. (b) serving Upon request of the CEO, the Executive shall also serve as a consultant in his area an officer and director of expertise to government, industrial, subsidiaries and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to affiliates of the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct Company without additional compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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. Employee’s duties (a) The Bank or Bancorp and Executive hereby agree that, subject to the provisions of this Agreement, the Bank or Bancorp shall be such employ Executive, and Executive shall serve the Bank and Bancorp (from date of appointment) as President and Chief Executive Officer for the Term of this Agreement. (b) During the Term hereof, Executive shall devote substantially all of his or her business time, attention, skill and efforts to the faithful performance of the business of the Bank and Bancorp to the fullest extent necessary to properly discharge his or her duties and responsibilities hereunder. Executive's position and duties with the Bank and Bancorp shall be as identified from time to time by the Company, through its Board Boards of Directors or otherwiseof the Bank and Bancorp. Further, shall specify with the prior approval of the Board, from time to time. Employee shall have such authority, discretionExecutive may serve, power and responsibilityor continue to serve, on the boards of directors of, and shall be entitled to officehold any other offices or positions in charitable, secretarial and other facilities and conditions of employmentpolitical or civic organizations, as are customary or appropriate to Employeewhich, in such Board’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreementjudgment, will not engage in present any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no material conflict of interest with the interests Bank and Bancorp and will not unfavorably affect the performance of Executive’s duties pursuant to this Agreement. Subject to the provisions of the CompanyBank’s and Bancorp’s code of conduct, and (iii) if Employee receives direct compensation for an activity set forth in subsection (d), below, such activity has been disclosed in writing by nothing contained herein will be deemed to limit the Employee and approved by the Company’s Chief ability of Executive Officer (the “CEO”) as set forth herein: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to government, industrial, and academic panels;make passive investments. (c) managing personal investments; or (d) engagingIn addition, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or extent permitted by law and consistent with the oversight responsibilities of the Board of Directors , Executive shall receive direct compensation. Approval have the full authority and support of such business activity shall be granted by the CEO within 30 (thirty) days Board of receipt Directors to hire and fire all officers and employees of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties Bank and Bancorp from time 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 sametime.

Duties. Employee’s duties shall be such duties Employee accepts employment with the Company on the terms and responsibilities as the Company, through its Board of Directors or otherwise, shall specify from time to timeconditions set forth in this Agreement. Employee shall have such authority, discretion, power and responsibility, and shall be entitled agrees to office, secretarial and other facilities and conditions devote substantially all of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject 's working time during the term of this Agreement to the general supervision and control performance of the Company’s Board of DirectorsEmployee's duties under this Agreement. Employee shall be responsible for exercising management direction and report control of the activities associated with the construction of the AT&T System (as defined in the Fiber Optic System Agreement No. 4569177 between AT&T Corp. and ▇▇.▇▇▇ Corp.), and performing such other duties consistent with prior duties as may be determined by the Board of Directors of the Company. In performing duties, Employee shall be subject to the Company’s direction and control of the Board of DirectorsDirectors of the Company. Employee acknowledges that all policy making functions will be determined by the Board of Directors of the Company and executive officers of the Company and that Employee's authority will be limited to the implementation of the policies. Employee shall perform Employee's duties faithfully, intelligently, diligently, to the best of Employee's ability and in the best interests of the Company. The Company acknowledges that, to the extent not inconsistent with Section 5, Employee may serve on the boards of directors or other governing body of other companies, including charitable entities; provided that if a company is a competitor of the Company, Employee will devote his full time, attention, and energies to not serve on the board of directors of that competitor without obtaining the prior written consent of the Company’s business and. In addition, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement Company acknowledges (a) that Employee shall preclude Employee from devoting time to have the activities listed below, provided the activities right (i) do not materially interfere with the performance of to pursue Employee’s duties 's interest in The ▇▇▇▇▇▇▇ LLC and responsibilities under this Agreement; its affiliates, (ii) there is no conflict to continue Employee's "of interest counsel" relationship with Olshan, Grundman, Frome, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, (iii) to act as a consultant to certain companies whose businesses are not competitive with the interests business of the Company, and (iiiiv) if Employee receives direct compensation for an activity set forth in subsection (d)monitor and pursue Employee's private investments, 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: (a) serving as a director or member of a committee of any organization or corporation; (b) serving as that provided Employee does not spend more than 20% of Employee's working time during the term of this Agreement with respect to such ventures, the pursuit of such ventures by Employee shall not be a consultant in his area breach of expertise this Agreement. Finally, the Company acknowledges that Employee may be required to governmentdevote time and attention to certain matters related to GST Telecommunications, industrialInc. and its affiliates, limited solely to litigation matters, and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to that the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval pursuit of such business activity matters shall not be granted by the CEO within 30 (thirty) days a breach of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 samethis Agreement.

Duties. Employee’s duties shall be such duties and responsibilities as 3.1 During the Companyterm of the Appointment, through its Board of Directors or otherwise, shall specify from time to time. the Employee shall have such authority, discretion, power and responsibility, and shall be entitled to office, secretarial and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such the following duties and responsibilities, subject to the general supervision and control of the Company’s Board of Directors. Employee shall be responsible and report to the Company’s Board of Directors. The Employee will devote his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict of interest with the interests of the Company, and (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 hereinobligations: (a) serving to serve the Company as a director Group Director - Russia and CIS and to carry out the proper duties assigned to him from time to time by the Supervisor or member of a committee of any organization or corporationthe Board, and reporting to the Supervisor; (b) serving as a consultant in his area at all times to use all reasonable endeavors to promote the interests and maintain the goodwill of expertise the Company and any other Group Company 6 and not knowingly to government, industrial, and academic panelsdo anything which is materially prejudicial or detrimental to the Company or any Group Company; (c) managing personal investments; orto faithfully and diligently perform his duties and carry out such powers and functions as may from time to time be vested in him by or under the authority of the Supervisor or the Board; (d) engagingto devote such time and attention as is necessary and the full benefit of his knowledge, directly expertise and skills in the proper performance of his duties (unless on holiday as permitted by this Agreement or indirectlyprevented by ill health or accident); (e) to give (in writing if so requested) to the Supervisor or the Board, in or to such person(s) as either may direct, such information and explanations regarding the affairs of the Company or any other non-competing business. Employee agrees to disclose in writing Group Company or matters relating to the Company’s CEO Appointment as the Supervisor or the Board may require; and (f) to comply with any non-competing business activity for which applicable code relating to dealings in securities of the Company and with all lawful directions from time to time given to the Employee receives by or shall receive direct compensation. Approval under the authority of such business activity shall be granted the Supervisor or the Board and, save as inconsistent with the express terms of this Agreement, all applicable rules and regulations from time to time laid down by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties Company concerning its employees. 3.2 Subject to the provisions of Clause 3.1, the Employee shall have such powers and do such acts in the ordinary course of business carried on by the Company and any Group Company as the Board and/or the Supervisor may from time to time delegate to the Employee. 3.3 The Employee acknowledges that the executive offices of the Company are in New York, New York and that the Employee shall attend and work at any of the Company. Such activities shall be deemed approved if 's locations (whether within or outside the CEO fails Commonwealth of Independent States, the United States or the United Kingdom) in the manner and on the occasions reasonably required from time to respond to Employee’s disclosure within 30 (thirty) days of receipt of sametime by the Supervisor or the Board.

Duties. Employee’s duties (a) The provisions of this Section 2 shall be such duties and responsibilities as subject to the Company’s Articles of Incorporation, through Bylaws (including without limitation the provision that the business and affairs of the Company shall be managed by its Board of Directors (the “Board”)) and all other applicable governing documents and policies (including without limitation committee charters and the Company’s Governance Policy, Code of Business Conduct and Ethics and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy), as well as all applicable laws, regulations and requirements of Nasdaq Stock Market LLC and/or any other securities exchange on which the Company’s securities are listed or otherwise, shall specify from time to time. Employee shall have such authority, discretion, power and responsibility, and traded. (b) ▇▇▇▇▇▇▇▇▇ shall be entitled authorized to office, secretarial make decisions with respect to all aspects of the management and other facilities and conditions of employment, as are customary or appropriate to Employee’s position. Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control operation of the Company’s Board of Directors. Employee shall be responsible business, including without limitation organization and report to the Company’s Board of Directors. The Employee will devote human resources, marketing and sales, logistics, finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate in his full time, attention, and energies to the Company’s business and, during the term of this Agreement, will not engage reasonable judgment in any other business activity, except as set forth herein. Nothing in this Agreement shall preclude Employee from devoting time to the activities listed below, provided the activities (i) do not materially interfere a manner consistent with the performance business judgment rule and the provisions of Employee’s duties and responsibilities under this Agreement; (ii) there is no conflict applicable law. ▇▇▇▇▇▇▇▇▇ shall not have any authority to make decisions with respect to hiring, appointing or terminating officers, executing transactions or otherwise committing the Company or its resources other than in the ordinary course 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 business unless approved in writing by the Employee Board. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ shall not have any authority to make decisions with respect to employee compensation, equity grants or similar awards, or mergers or acquisitions unless approved in writing by the Board. All decisions of ▇▇▇▇▇▇▇▇▇ shall be discussed to the extent ▇▇▇▇▇▇▇▇▇ deems reasonably appropriate with the member or members of the Company’s management that ▇▇▇▇▇▇▇▇▇, in the exercise of reasonable judgment, determines to be appropriate prior to the implementation of such decisions and approved shall be implemented by the management of the Company (other than ▇▇▇▇▇▇▇▇▇), and any dispute between such management and ▇▇▇▇▇▇▇▇▇ regarding the implementation of such decisions shall be resolved definitively by the Board. (c) ▇▇▇▇▇▇▇▇▇ shall be obligated to furnish such hours of service at such locations as he deems necessary in his reasonable discretion to perform his duties hereunder. Consequently, it is hereby understood and agreed that Wanserski shall not be required to devote his full time to this engagement. (d) In undertaking to provide the services set forth herein, W&A and ▇▇▇▇▇▇▇▇▇ do not guarantee or otherwise provide any assurances of success in building the Company’s operational and financial health and stability and the Company’s obligation to provide the compensation specified under Section 4 hereof shall not be conditioned upon any particular results being obtained hereunder. (e) In view of the Company’s present circumstances, the Company acknowledges that ▇▇▇▇▇▇▇▇▇ may be required to make decisions with respect to extraordinary measures quickly and that the depth and scope of analysis of the information on which such decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. In addition to the right to rely on certain information, opinions, reports, or statements, including financial statements and other financial data, in the ordinary course of business as provided for in Section 33-8-420(b) of the South Carolina Code of Laws of 1976, as amended, ▇▇▇▇▇▇▇▇▇ shall be entitled, in performing his duties hereunder, to rely on information disclosed or supplied to him by the Company’s Chief Executive Officer (the “CEO”) as set forth herein:management without further verification or warranty of accuracy or validity. (af) serving as a director or member ▇▇▇▇▇▇▇▇▇ shall keep the Board fully apprised of a committee of any organization or corporation; (b) serving as a consultant in his area of expertise to governmentfindings, industrial, plans and academic panels; (c) managing personal investments; or (d) engaging, directly or indirectly, in any other non-competing business. Employee agrees to disclose in writing to the Company’s CEO any non-competing business activity for which Employee receives or shall receive direct compensation. Approval of such business activity shall be granted by the CEO within 30 (thirty) days of receipt of Employee’s disclosure unless the CEO determines, in good faith, that there is an irreconcilable conflict of interest or such activity materially interferes with Employee’s duties 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 sameactivities.