Common use of Duties Clause in Contracts

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company.

Duties. The Employee willis engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position positions with the Company shall be as a Manager its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and as to the Managers provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall direct. In performing the assigned duties, the Employee shall do have such other powers and perform all acts duties as designated in the ordinary course of accordance with the Company's business (with such limits Bylaws and as may be assigned to him from time to time by the Managers Chairman of the Company may prescribe necessary Board and conducive the Board of Directors. The Employee shall report directly to the Company's best interests); and (b) Devote Chairman of the Employee's energies Board and skills the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the business character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to the promotion of devote substantially his full time, attention and energies to the Company's best interestsbusiness. The Company understands and recognizes that This Agreement shall not be construed as preventing the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf from investing assets in such form or manner as will not require his services in the daily operations of the Company only affairs of the companies in which such efforts investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Managers Board of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee Directors may engage hereafter approve) or from participating in charitable or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any not-for-profit activities as long as such activities or conflicts of interest of the Employee are hereby expressly waived by do not materially interfere with his work for the Company.

Duties. The Employee willExecutive, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position in his capacity as a Manager Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Managers Board of Directors of the Company shall direct(the “Board”). In performing the assigned dutiesSuch duties may include, without limitation, the Employee shall do performance of services for, and perform all acts in serving on the ordinary course board of the Company's business (with such limits as the Managers directors of, any subsidiary of the Company may prescribe necessary without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and conducive effort to the Company's best interests); and (b) Devote performance of the Employee's energies and skills Executive’s duties hereunder. Provided that the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of the senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and to as the promotion Chairman of the Board of the Company's best interests. The Company understands and recognizes agrees that the Employee may have other business activities which take a portion Executive shall be nominated by the Nominating and Corporate Governance Committee of Employee's time devoted the Board for re-election to business matters. Accordingly, Employee is required to expend on behalf the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company only such efforts as provided that, at the Managers time of each annual meeting, (a) if the Company shall determine Executive is unable to be appropriate for the proper conduct of Company affairs. Furtherperform his duties hereunder due to a disability or other incapacity, it is acknowledged reasonably certain that the Employee Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may engage in or possess interests in other business ventures be terminated by the Company due to disability, (b) the Company has not notified the Executive of every nature its intention to terminate the Executive’s employment for cause, and description, independently or with others, some (c) the Executive has not notified the Company of which may compete with the business his intention resign from his position of Chief Executive Officer of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company.

Duties. The Employee willDuring the Employment Period, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company Executive shall direct. In performing the assigned duties, the Employee shall do and perform all acts be employed in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, for so long as so elected, shall serve as the Chairman of the Board of Directors of the Employer (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the promotion Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the Board and its committees. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will have the right to request information from, ask questions of, have access to and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s and its committees’ performance of their duties. Executive shall report solely and directly to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take Employer as a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companypublicly traded company.

Duties. The From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee will, during and the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of Employee agrees to be employed by the Company, as President and as the Managers Chief Executive Officer of the Company and in such equivalent, additional or higher executive level position or positions as shall directbe assigned to him by the Company's Board of Directors. In performing the assigned dutiesWhile serving in such executive level position or positions, the Employee shall do report to, be responsible to, and perform all acts in shall take direction from the ordinary course Board of Directors of the Company's business . The Board of Directors shall not require the Employee to perform any task that is inconsistent with the office of President or the position of Chief Executive Officer. During the Term of this Employment Agreement (with such limits as defined in Section 2 below), the Managers Employee agrees to devote substantially all of the Company may prescribe necessary and conducive his working time to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of position he holds with the Company and to faithfully, industriously, and to the promotion best of his ability, experience and talent, perform the duties which are assigned to him. The Employee shall observe and abide by the reasonable corporate policies and decisions of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to in all business matters. AccordinglyThe Employee represents and warrants to the Company that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, directorships and other positions held by the Employee is required to expend on behalf in corporations and firms other than the Company and its subsidiaries and (b) any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of their class and real estate). The Employee will promptly notify the Board of Directors of the Company only such efforts of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement if they are of a type which, if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Managers Employee's other positions or investments in other firms do not create a conflict of interest, violate the Company Employee's obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities and positions shall determine not be deemed to be appropriate for the proper conduct a breach of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companythis Employment Agreement.

Duties. The Employee will, Executive agrees that during the Initial Term Employment Period, Executive will devote his full business time, energies and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and talents to serving as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do President and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business Chief Executive Officer of the Company and the President and Chief Executive Officer of the Bank, at the direction of the Board and the Bank Board, as the case may be. Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Board and the Bank Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the promotion direction of the Board and the Bank Board, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's best interests’s principal place of business unless the nature of such duties requires otherwise. The Company understands During the Employment Period, Executive shall be nominated to serve as a member of the Board and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted Bank Board, subject to business matters. Accordingly, Employee is required to expend on behalf election by those shareholders of the Company only and the Bank authorized to vote with respect to the election of directors. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such efforts as activities do not, in the Managers reasonable judgment of the Company shall determine to be appropriate for Board or the proper conduct of Company affairs. FurtherBank Board, it is acknowledged that the Employee may engage inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete any material way with the business of the CompanyEmployer and its Affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Employer or its Affiliates) or hold any other position with any business without receiving the prior written consent of the Board and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyBank Board.

Duties. 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 willagrees to devote her full time and attention (reasonable periods of illness excepted) to the performance of her duties under this Agreement. In general, during such duties shall consist of the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish responsibilities described on Schedule A to this Agreement and such reasonable services consistent with the Employee's position as a Manager of the Company, and other duties as the Managers Board of Directors of the Company shall direct(the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing the assigned such duties, the Employee shall do be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and regulations of the Company established from time to time of which the Employee is or should be aware, and shall perform all acts her duties in good faith with due care and in the ordinary course best interests of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall not be deemed a breach of this Agreement, provided that such activities are approved by the Board in writing (for the purposes of this paragraph, the term “personal investment, outside business or charitable activities” shall not include passive investment by the Employee of her personal assets which investment shall be deemed not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, the Employee shall be entitled to engage in and recognizes continue the activities set forth in Schedule B of this Agreement; provided that the Employee Board may have other business review such activities which take a portion on an annual basis and if the Board determines that such activities are interfering with the performance of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that her duties hereunder and so notifies the Employee may engage in or possess interests in other business ventures of every nature and descriptionwriting, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any shall terminate such activities or conflicts within 60 days of interest of the Employee are hereby expressly waived by the Companysuch notice.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully During the Term of Employment, the Executive shall serve as the Chief Executive Officer and diligently do and perform all Chairman of the Board of the Company with such reasonable acts authority and duties as are generally associated with such positions and furnish such reasonable services as may be assigned to him from time to time by the Board of Directors of the Company that are consistent with such authority and duties. The Executive shall report only to the Employee's position Board of Directors of the Company. (b) During the Term of Employment and except as provided in Section 2(d), the Executive shall devote his full business time and best efforts to the business and affairs of the Company. The Executive agrees to continue to serve during the Term as a Manager Director and a member of any committee of the Boards of Directors of the Company, provided that the Executive is indemnified for serving in any and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course such capacities on a basis no less favorable than is provided to any other Director of the Company's business (with such limits . The Company agrees to use its best efforts to cause the Executive to be elected and continued in office throughout the Term of Employment as the Managers a member of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business Board of Directors of the Company and to the promotion as Chairman of the Company's best interests. The Company understands Board of Directors and recognizes that shall include him in the Employee may have other business activities which take management slate for election as a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf Director of the Company only such efforts as the Managers at every stockholders' meeting of the Company at which his term as a Director would otherwise expire. (c) The Company hereby acknowledges and agrees that the Executive need not maintain a permanent residence in the Commonwealth of Virginia in order to fulfill his duties hereunder. The Executive agrees to devote such time as he determines, in his sole discretion, is necessary at the headquarters of the Company in order to perform his duties hereunder. (d) Anything herein to the contrary notwithstanding, nothing in this Agreement shall determine to be appropriate for preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper conduct performance of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature his duties and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyresponsibilities under this Agreement.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully During the Employment Period, the Executive (i) shall serve as Senior Vice President and diligently do 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 all in a diligent and competent manner such reasonable acts duties as may be assigned to the Executive from time to time by the Board and/or the Supervising Officer and (iv) shall devote the Executive’s best efforts and such time, attention, knowledge and skill to the operation 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 furnish such reasonable services consistent with responsibilities shall be at the Employee's position Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business or as a Manager of may be reasonably required by the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andCompanies. (b) Devote Notwithstanding the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Furtherforegoing, it is acknowledged understood during the Employment Period, subject to any conflict of interest policies of the Companies, the Executive may (i) serve in any capacity with any civic, charitable, educational or professional organization provided that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete such service does not materially interfere with the business Executive’s duties and responsibilities hereunder, (ii) make and manage personal investments of the CompanyExecutive’s choice, and (iii) with the Company prior consent of the Companies’ Chief Executive Officer, which shall not have any right in or to any such independent ventures or to be unreasonably withheld, serve on the income or profits derived therefrom. For the purpose board of avoidance directors of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyone (1) for-profit business enterprise.

Duties. 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 willagrees to devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, during such duties shall consist of the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish responsibilities described on Schedule A to this Agreement and such reasonable services consistent with the Employee's position as a Manager of the Company, and other duties as the Managers Board of Directors of the Company shall direct(the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing the assigned such duties, the Employee shall do be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and regulations of the Company established from time to time of which the Employee is or should be aware, and shall perform all acts his duties in good faith with due care and in the ordinary course best interests of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands 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 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 recognizes continue the activities set forth in Schedule B of this Agreement; provided that the Employee Board may have other business review such activities which take a portion on an annual basis and if the Board determines that such activities are interfering with the performance of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that his duties hereunder and so notifies the Employee may engage in or possess interests in other business ventures of every nature and descriptionwriting, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any shall terminate such activities or conflicts within 60 days of interest of the Employee are hereby expressly waived by the Companysuch notice.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and During the Term, the Executive shall have the duties and furnish such reasonable services consistent responsibilities customarily associated with the Employee's position positions of President and Chief Executive Officer of a company the general size and nature as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and such other duties and responsibilities as are consistent with his positions that may be assigned to him from time to time by the Board. The Executive agrees to devote his full time, attention, skill, and energy to the promotion of the Company's best interests. The Company understands duties set forth herein and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and to use his reasonable best efforts to promote the Company success of the Company’s business. During the Term, at the request of the Board, the Executive may also serve as an officer or director of and shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose perform certain services for subsidiaries and affiliates of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, in each case without any claims based on additional compensation. (b) During the Term, the Executive shall devote substantially all of his business time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement and shall not engage in any other business activity, except as may be approved by the Board; provided that nothing in this Agreement shall prohibit the Executive from (i) engaging in religious, charitable or other community or non-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement; or (ii) holding directorships in other companies after obtaining the prior written consent of the Board; provided further that none of the activities permitted in clauses (i) and (ii) individually or in the aggregate materially interfere with the performance of the Executive’s duties under this Agreement. The Executive shall not acquire or hold more than two (2) percent of any class of publicly-traded securities of any business, except that the Executive may have a passive investment in any such activities or conflicts of interest company to the extent that (i) the investment does not constitute more than two (2) percent of the Employee are hereby expressly waived by ownership, and (ii) the Executive shall provide all required disclosure according to applicable Company policies including but not limited to the Company’s Personal Trading Policy and Conflicts of Interest Policy applicable to all employees.

Duties. The During the Term of this Agreement, Employee willwill be employed by the Company to serve as Chief Financial Officer, during Secretary and Treasurer of the Initial Term Company and each Renewal Term: (a) Faithfully its subsidiaries and diligently do affiliates. Employee shall devote substantially all of Employee’s business time, attention, energy, knowledge, and perform all such reasonable acts skill solely and exclusively to the conduct of the business of the Company as may be reasonably necessary to effectively discharge Employee’s duties under this Agreement and, subject to the supervision and furnish such reasonable services consistent with direction of the Employee's position as a Manager Chief Executive Officer of the Company, will perform those duties and have such authority and powers as are customarily associated with the Managers offices of the Company shall direct. In performing the assigned dutiesa Chief Financial Officer, the Employee shall do Secretary and perform all acts Treasurer of a company engaged in the ordinary course of the Company's a business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills that is similar to the business of the Company and/or assigned to him by the Chief Executive Officer, including (without limitation): (a) the authority to direct and manage the day-to-day operations and affairs of the Company and (b) the authority to the promotion hire and discharge employees of the Company. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company's best interestsprincipal place of business in ▇▇▇▇▇ County, Nevada; provided, however, that Company may, from time to time, require Employee to travel temporarily to other locations on the Company's business. The Prior written consent of Company understands and recognizes that the shall be required before Employee may have other business activities which take undertake to perform any services whether as an employee, consultant, officer, director, etc. of a portion of Employee's time devoted to business mattersbusiness, commercial or professional nature, whether for compensation or otherwise. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to Although Company’s consent may not be appropriate for the proper conduct of Company affairs. Furtherunreasonably withheld, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or shall hereby be deemed reasonable for Company to deny its consent with others, some of which may compete with the business of the Company, and the Company shall not have any right in or respect to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyall outside gaming activities.

Duties. The Employee willDuring the term of this Agreement, during Payner shall serve as the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with Chief Executive Officer of the Employee's position as a Manager Company reporting directly to the Board of Directors of the Company, and she shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the Company as are reasonably assigned to her by the Managers Board of Directors of the Company shall direct. In performing (the assigned "Board") and as are consistent with the duties, responsibilities, and activities of a senior executive officer of the Employee Company. To the extent that the Company becomes a division or subsidiary of another entity, Payner shall do report directly to, and perform all acts have such powers, authority, functions, duties and responsibilities as are reasonably assigned to her by, the Chief Executive Officer or comparable officer of such other entity. It is understood that the duties of Payner, should the Company become a division or subsidiary of another entity, shall be generally consistent with her duties prior to such event, but shall take into account the changes associated with running a division or subsidiary, rather than an entire entity. The Company will use best efforts to nominate Payner to the Board and recommend that the Company's stockholders vote in favor of the election of Payner to the Board at the next meeting of stockholders and every annual meeting thereafter during the term of this Agreement. Payner will accept any such nomination and continue to serve as a member of the Board if and when elected. The principal location of Payner's employment shall be at the Company's principal office which shall be located in the ordinary course New York City vicinity (i.e. within a twenty (20) mile radius of Manhattan), although Payner understands and agrees that she will be required to travel from time to time for business reasons. Payner shall devote substantially all of her business time to the performance of her duties as the Chief Executive Officer of the Company during the term of this Agreement. Payner shall not, directly or indirectly, render professional services to any other person or entity, without the consent of the Company's business (with such limits as the Managers Board of the Company may prescribe necessary and conducive to the Company's best interests)Directors; and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes provided, however, that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company nothing contained herein shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have prevent Payner from rendering any right in or service to any such independent ventures charitable organization or to the income or profits derived therefrom. For the purpose of avoidance of costly family business so long as it does not interfere unreasonably with her duties and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyobligations hereunder.

Duties. 3.1 The Employee willCompany shall employ the Director as a full-time executive director of the Company in the position of Chief Executive Officer. 3.2 The position will initially be based in Reading. 3.3 The Director will perform such duties for the Group and Associated Companies as the Board shall reasonably specify and are consistent with Clause 3.5 below, at such locations in the United Kingdom or overseas, as the Board and the Director shall agree and accordingly, the Company will consult with the Director in advance of any proposed change of his normal place of work. 3.4 The Director will be bound by the Model Code share dealing rules, any other rules specified by the Board and the Company’s Articles of Association as altered from time to time. 3.5 The Director shall during the Initial Term and each Renewal Termhis employment under this Agreement: (a) Faithfully and diligently do 3.5.1 exercise the powers and perform all such reasonable acts and duties and furnish such reasonable services as are consistent with the Employee's position as a Manager role of Chief Executive Officer and are appropriate to his status, qualifications and experience including representing the CompanyCompany to customers, suppliers, shareholders and generally reporting to the Board on all issues and such other duties as the Managers Board may from time to time properly and reasonably assign to him either in his capacity as Director or in connection with the business of the Company shall direct. In performing or the assigned dutiesbusiness of any one or more Group Company (including serving on the board of or any other executive body or any committee of such Group Company); 3.5.2 endeavour to promote, the Employee shall do develop and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to extend the business of the Company and of any Group Company; and 3.5.3 comply with the proper and reasonable directions and regulations of the Board and shall, except during holidays and periods of absence due to ill health or other incapacity, or as provided for elsewhere in this Agreement devote his full time and attention to the promotion performance of his duties under this Agreement. 3.6 The Director is exempt from the requirements (save for annual leave) of the Company's best interests. Working Time Regulations 1998. 3.7 The Company understands and recognizes that Director shall keep the Employee may have other Board properly informed (in writing if reasonably required by the Board) of his conduct of all business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only and any Group Company and shall give to the Board all such efforts information as to the Managers affairs of the Company and the Group as it shall determine to be appropriate for the proper conduct of properly and reasonably require. 3.8 The Company affairs. Further, it is acknowledged shall ensure that the Employee may engage in or possess interests in Director shall have available such authority from the Board, such access to information and company records and such assistance from other business ventures of every nature administrative and description, independently or with others, some of which may compete with the business managerial employees of the Company, consultants and professional advisors as are necessary for the proper performance of his duties. 3.9 During his employment under this Agreement the Director shall not (without prejudice to the Director’s rights and remedies under this Agreement and at common law in circumstances constituting constructive dismissal) do anything that would cause him to be disqualified from continuing to act as a Director of the Company shall not have or any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the other Group Company.

Duties. The Employee will, during During the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned dutiesEmployment, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andshall: (b) Devote i. devote the Employee's energies ’s entire productive time, skills, experience and skills attention to the business of each Company, and ensure that the Employee is not at any time engaged in conduct that would interfere with the performance by the Employee of the Employee’s duties under this Agreement or which would constitute a conflict with the interests of each Company; and ii. well and faithfully serve each Company and carry out those responsibilities as are necessary to perform the promotion functions associated with the Employee’ s position; and iii. use the Employee’s best efforts while performing the Employee’s responsibilities to promote the success of the business of each Company and act at all times in the best interests of each Company; iv. at all times comply with the policies and standards established by each Company’s Board of Directors; and v. not engage in any other business duties or pursuits, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, that would interfere with the services of the Employee pursuant to this Agreement, without the prior written consent of the Company's best interests. The Company understands and recognizes that ’s Boards of Directors; provided, however, the Employee may have other business expenditure of reasonable amounts of times for educational, charitable, or professional activities which take shall not be deemed a portion breach of Employee's time devoted to business matters. Accordinglythis Agreement, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete if those activities do not materially interfere with the business services required pursuant to this Agreement and shall not require the prior written consent of the Company’s Boards of Directors; provided, and the Company further, however, that these provisions shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to prohibit the Employee and from making passive personal investments or conducting private business affairs, if those affairs do not materially interfere with the Company, any claims based on any such activities or conflicts of interest services of the Employee are hereby expressly waived by the Companyrequired pursuant to this Agreement.

Duties. (1) The Employee willSecondee shall use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests. (2) The Secondee shall diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the CEO. The CEO may also suspend all or any of the Secondee's duties and powers for such periods and on such terms as he considers expedient (including a term that the Secondee shall not attend at the Company's premises). (3) The Secondee shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all proper instructions of the CEO. (4) The Secondee shall have the power and the authority to act in accordance with the instructions of and within the limits prescribed by the CEO. (5) The Secondee shall comply with all codes of conduct from time to time adopted by the Company and with all applicable laws, rules and regulations applicable to the Company. (6) The Secondee shall (unless prevented by sickness, disability or otherwise directed by the CEO) devote the whole of his time during normal business hours to his duties under those General Terms and Conditions and such additional time as is necessary for the Initial Term proper fulfilment of those duties. (7) The Secondee's salary shall be inclusive of any fees receivable by him as a director of any Group Company and each Renewal Termif the Secondee receives any such fees in addition to his salary he shall pay them to the Company. (8) The Secondee shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) Faithfully as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are publicly traded on a recognized investment exchange and diligently do if the Secondee (together with his spouse, children, parents and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager parents' issue) neither holds nor is beneficially interested in more than five per cent, of the Company, and as the Managers securities of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests)that class; andor (b) Devote with the Employee's energies and skills to the business consent in writing of the Company and which may be given subject to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities any terms or conditions which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyrequires.

Duties. The Employee willCompanies hereby agree to employ Executive, and Executive hereby accepts such employment as the Co-Chief Executive Officer of ICH and agrees to serve as Co-Chairman of the ICH Board and as Co-Chief Executive Officer and Co-Chairman of the Board of Directors of each of the other Companies. In his role as Co-Chief Executive Officer of ICH and the other Companies, Executive shall be responsible for duties of a supervisory or managerial nature as may be directed from time to time by the ICH Board and each other respective Board of Directors, provided, that such duties are reasonable and customary for an Co-Chief Executive Officer. Executive agrees that he shall, during the Initial Term term of this Agreement, except during reasonable vacation periods, periods of illness and the like, devote substantially all his business time, attention and ability to his duties and responsibilities hereunder; PROVIDED, HOWEVER, that nothing contained herein shall be construed to prohibit or restrict Executive from (i) serving as a director of any corporation, with or without compensation therefor; (ii) serving in various capacities in community, civic, religious or charitable organizations or trade associations or leagues; or (iii) attending to personal business; PROVIDED, HOWEVER, that no such service or activity permitted in this Section 1(a) shall materially interfere with the performance by Executive of his duties hereunder. Executive shall report directly to the ICH Board and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager other Board of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyDirectors.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent The Consultant shall consult with the Employee's position as a Manager of the Company, and as the Managers management of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to regarding the business of the Company and to the promotion of as requested by the Company's best interests. The Company understands ’s Board of Directors or management from time to time, and recognizes that shall have the Employee may have other business activities which take a portion title of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf President and Chief Executive Officer of the Company only during the Consulting Term; provided, however, that the fee payable to the Consultant pursuant to Section 4(a) hereof shall constitute consideration for any such efforts service and the Consultant shall not be entitled to any additional compensation in respect of such service. The Consultant shall faithfully and competently perform such consulting services at such times and places and in such manner as the Managers Board of Directors of the Company shall determine from time to time determine. (b) The Consultant also shall be appropriate for entitled to serve as Chairman of the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Board of the Company’s Board of Directors during the Consulting Term; provided, however, that, except as the Board shall otherwise determine from time to time, the fee payable to the Consultant pursuant to Section 4(a) hereof shall constitute consideration for any such service and the Company Consultant shall not have any right in or be entitled to any additional compensation in respect of such independent ventures or service on the Board. (c) During the Consulting Term, the Consultant shall not be required to provide any specified number of hours of service to the income Company. The Consultant and his affiliates may, during the term of this Agreement, engage in such other employment and activities as they may see fit, it being agreed that the engagement of the Consultant is non-exclusive and that nothing herein contained shall be deemed to prohibit or profits derived therefrom. For bar the purpose Consultant or any of avoidance its affiliates from engaging in such other activities as they may see fit so long as such activities do not interfere with the performance of costly and prolonged litigation which may result in undue damage the Consultant’s duties pursuant to the Employee terms of this Agreement and do not violate the Company, any claims based on any such activities terms of paragraphs 6 or conflicts of interest of the Employee are hereby expressly waived by the Company7 herein.

Duties. The Employee willshall 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, functions and responsibilities as are associated with and incident to that position and as the Company may, from time to time, require of him. The Employee shall report to the President and CEO of the Company. The Employee 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 all of the Employee's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Initial Term 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 each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent may from time to time consult to them on specific issues, provided that this will not interfere with the Employee's position as a Manager fulfillment of his duties and obligations to the Company, its affiliates and subsidiaries as outlined in this Agreement or otherwise. (1) report to the Managers CEO and President; (2) participate as a equal member of the Company shall direct. In performing Executive Team, (3) with the assigned dutiesCEO, lead efforts to raise the Employee shall do next and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary subsequent equity rounds and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to develop the business of the Company and to in North America, and/or Europe and/or Israel and/or the promotion Far East, (4) be part of the team negotiating the outlicensing of the Company's best interests. The Company understands proprietary compounds, (5) act as the Secretary of the Company's Board of Directors, and recognizes that as a Observer to the Employee may have other business activities which take a portion Board of Employee's time devoted to business matters. AccordinglyDirectors, Employee is required to expend on behalf (6) Be responsible, supervise, manage and maintain all the financial and legal aspects and duties of the Company only such efforts as including but not limited to those specified in the Managers Board Minutes of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyMeeting dated 11th August 2003.

Duties. The Employee will, shall during the Initial Term and each Renewal Termterm of his employment hereunder: (a) Faithfully A. devote his full normal working time, energies and diligently do and perform all such reasonable acts and attention to the duties and furnish such reasonable services of his employment, as they may be reasonably established from time to time by the Board of Directors consistent with the position and office occupied by Employee's position , provided, however, that (1) Subject to disclosure to and approval by the Board of Directors, which approval shall not be unreasonably withheld, Employee shall have the right, in his discretion, to accept and carry out the duties associated with his membership on the Board of Directors of other companies as a Manager consistent with the terms of this Agreement, as well as on industry standard committees and similar organizations; (2) Employee shall be responsible for direction of the Company, overall affairs of the Company (subject to general direction from the Board of Directors); and as the Managers (3) all officers and/or employees of the Company shall direct. In performing either report to Employee 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 assigned duties, the Employee shall do and perform all acts in the ordinary course Board of Directors of the Company's ; C. be reimbursed by the Company from time to time (but at least monthly) for all reasonable and necessary business (with expenses incurred by him in the performance of his duties hereunder, provided that Employee shall render to the Company such limits accounts and vouchers covering expenditures as the Managers of the Company may prescribe reasonably requires and as are necessary for tax purposes, and conducive to the Company's best interests)shall follow normal Company policy on expenses; and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may D. not engage in any activity or possess interests in other business ventures of every nature and descriptionemployment which would reasonably be expected to materially conflict with or have a material adverse affect on, independently the present or with others, some of which may compete with the prospective business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company.

Duties. The Company shall employ the Employee as Chief Executive Officer and Chairman of the Board, and the Employee accepts employment with the Company on the terms and conditions set forth in this Agreement. The Employee willagrees to devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, during such duties shall consist of the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish responsibilities described on Schedule A to this Agreement and such reasonable services consistent with the Employee's position as a Manager of the Company, and other duties as the Managers Board of Directors of the Company shall direct(the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing the assigned such duties, the Employee shall do be subject to the direction and control of the Board. The Employee further agrees that in all aspects of such employment, the Employee shall comply with the reasonable policies, standards, and regulations of the Company established from time to time of which the Employee is or should be aware, and shall perform all acts his duties in good faith with due care and in the ordinary course best interests of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands 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 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 recognizes continue the activities set forth in Schedule B of this Agreement; provided that the Employee Board may have other business review such activities which take a portion on an annual basis and if the Board determines that such activities are interfering with the performance of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that his duties hereunder and so notifies the Employee may engage in or possess interests in other business ventures of every nature and descriptionwriting, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any shall terminate such activities or conflicts within 60 days of interest of the Employee are hereby expressly waived by the Companysuch notice.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully During his service on the Board, the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate Board committees as reasonably requested and diligently do agreed upon by the Board (except where the Director does not meet the eligibility requirements for such committees), make himself available to the Company at mutually convenient times and places, attend external meetings and presentations when agreed by the Parties in advance, as appropriate and convenient, and perform all such reasonable acts duties, services and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Companyresponsibilities, and as have the Managers authority commensurate to such position and required by applicable laws. Notwithstanding any provision herein to the contrary, and for the convenience and cost savings of the Company shall direct. In performing the assigned dutieseach party, the Employee Director shall do attend all Board meetings, Board committee meetings, related or Company external meetings and perform all acts in the ordinary course of the Company's business (with presentations, and other discussions, meetings and proceedings by conference call, Zoom, Webex, Microsoft Teams, or other Internet-based video means and his physical presence shall not be required at any such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andmeeting, unless physical appearance is required by applicable laws. (b) Devote The Director shall promptly inform the Employee's energies Board of any circumstances that would likely affect the Director’s status as a Director of the Company. (c) The Director will use his good faith efforts to protect and skills promote the best interests of the Company. (d) The Company recognizes that the Director may sit on the boards of directors or managers of other entities. Notwithstanding the same, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the business Company and, in any event, will fulfill his legal obligations as a Director. Since the Director is to be classified as an independent Director at the time of his appointment, the Director shall promptly inform the Board of any circumstances that would likely affect such independent status. The Director shall also promptly inform the Board of any held (indirect and direct) personal interests which may conflict with the Company and its business. Director shall not serve on the board of, or as an executive for, a competitor of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyits business.

Duties. The Employee willshall be employed as Chief Executive Officer of the Company, during shall faithfully and competently perform such duties as inhere in such position and as are specified in the Initial Term By-laws of the Company and each Renewal Term: (a) Faithfully shall also perform and diligently do and perform all discharge such reasonable acts and other executive employment duties and furnish such reasonable services responsibilities as the Board of Directors of the Company shall from time to time determine so long as they are consistent with those performed by a chief executive officer of a similar business. In all cases, Employee will have general responsibility and authority over the Employee's position day to day operations of the business and will have such duties as are customary for a Manager chief executive. The Employee shall perform his duties principally at the offices of the Company in Monmouth County, New Jersey, with such travel to such other locations from time to time as the Board of Directors of the Company may reasonably prescribe. Except as may otherwise be approved in advance by the Board of Directors of the Company, and as the Managers except during vacation periods and reasonable periods of the Company shall direct. In performing the assigned dutiesabsence due to sickness, personal injury or other disability, the Employee shall do and perform all acts in devote his full business time throughout the ordinary course Employment Term to the services required of the Company's him hereunder. The Employee shall render his business (with such limits as the Managers of services exclusively to the Company may prescribe necessary and conducive its subsidiaries during the Employment Term and shall use his best efforts, judgment and energy to the Company's best interests); and (b) Devote the Employee's energies improve and skills to advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of his position. Notwithstanding the preceding sentence, the Employee shall be entitled to participate as a director of not more than two (2) other business enterprises so long as such participation does not (i) involve a substantial amount of the promotion Employee's time, (ii) impair the Employee's ability to perform his duties under this Agreement or (iii) violate the provisions of Section 9 of this Agreement. For so long as he serves as the Company's Chief Executive Officer, the Employee will be nominated to serve on the Board of Directors of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company.

Duties. The During the term of this Agreement, Employee will, during will be employed by the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position Company to serve as a Manager Vice President of Finance of the Company, and as the Managers . The Employee will devote such amount of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive time to the Company's best interests); and (b) Devote the Employee's energies and skills to conduct of the business of the Company and as may be reasonably required to effectively discharge Employee’s duties under this Agreement and, subject to the promotion supervision and direction of the Company's best interests. The Company understands ’s Board of Directors (the “Board”), will perform those duties and recognizes have such authority and powers as are customarily associated with the offices of a Vice President of Finance of a Public company engaged in a business that the Employee may have other business activities which take a portion of Employee's time devoted is similar to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, including (without limitation) (a) the authority to direct and manage the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose day-to-day financial operations and affairs of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest (b) the authority to hire and discharge employees of the Employee are hereby expressly waived Company, and (c) all other authority and powers exercised by the Employee prior to the Effective Date as Vice President of Finance of the Company; provided, however, that Employee will not be required to perform services for any affiliate of the Company and will not be required to accept any other offices with the Company without Employee’s consent. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company’s principal place of business in Cape Coral, Florida: provided, however, that Company will, from time to time, require Employee to travel temporarily to other locations on the Company’s business as necessary to fulfill the Employees obligations as Vice President of Finance. Notwithstanding the foregoing, nothing in this Agreement is to be construed as prohibiting Employee from continuing to serve as a director, officer or member of various professional, charitable and civic organizations in the same manner as immediately prior to the execution of this Agreement.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager The provisions of this Section 2 shall be subject to the Company’s Articles of Incorporation, Bylaws (including without limitation the provision that the business and as the Managers affairs of the Company shall directbe 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 traded. (b) ▇▇▇▇▇▇▇▇▇ shall be authorized to make decisions with respect to all aspects of the management and operation of the Company’s business, including without limitation organization and human resources, marketing and sales, logistics, finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate in his reasonable judgment in a manner consistent with the business judgment rule and the provisions of applicable law. In performing ▇▇▇▇▇▇▇▇▇ shall not have any authority to make decisions with respect to hiring, appointing or terminating officers, executing transactions or otherwise committing the assigned duties, the Employee shall do and perform all acts Company or its resources other than in the ordinary course of business unless approved in writing by the Company's business (with such limits as Board. For the Managers avoidance of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordinglydoubt, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company ▇▇▇▇▇▇▇▇▇ shall not have any right authority to make decisions with respect to employee compensation, equity grants or similar awards, or mergers or acquisitions unless approved in or to any such independent ventures or writing by the Board. All decisions of ▇▇▇▇▇▇▇▇▇ shall be discussed to the income extent ▇▇▇▇▇▇▇▇▇ deems reasonably appropriate with the member or profits derived therefrom. For members of the purpose Company’s management that ▇▇▇▇▇▇▇▇▇, in the exercise of avoidance of costly and prolonged litigation which may result in undue damage reasonable judgment, determines to be appropriate prior to the Employee implementation of such decisions and 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 claims based on any such activities or conflicts of interest particular results being obtained hereunder. (e) In view of the Employee are hereby expressly waived 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 management without further verification or warranty of accuracy or validity. (f) ▇▇▇▇▇▇▇▇▇ shall keep the Board fully apprised of his findings, plans and activities.

Duties. The Employee willCompany hereby employs the Executive as an employee, during and the Initial Term Executive agrees to be employed by the Company, upon the terms and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position conditions set forth herein. While serving as a Manager an employee of the Company, the Executive shall serve as Executive Vice President and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course Chief Operating Officer of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive . The Executive shall report to the Company's best interests); and (b) Devote the Employee's energies President and skills to the business Chief Executive Officer of the Company and shall have such power and authority and perform such duties, functions and responsibilities as are associated with and incident to such positions, and as the promotion President and Chief Executive Officer may from time to time require of him; provided, however, that such authority, duties, functions and responsibilities are commensurate with the power, authority, duties, functions and responsibilities generally performed by the Executive Vice President and Chief Operating Officer of public companies which are similar in size and nature to, and the financial position of, the Company, including, but not limited to, management responsibility for the operations and administration of the Company's best interests. The Executive also agrees to serve, if elected, as an officer of any other direct or indirect subsidiary of the Company or InspireMD Ltd., the wholly-owned subsidiary of the Company (“Subsidiary”), in each such case at no compensation in addition to that provided for in this Agreement, but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder. The Company understands and recognizes that will use reasonable efforts to cause the Employee may have other business activities which take Executive to be nominated for election as a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf member of the Company only such efforts Board as long as the Managers of the Company shall determine Executive continues to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature serve as its Executive Vice President and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyChief Operating Officer.

Duties. Subject to the terms and conditions set forth in this Agreement, the Corporation hereby agrees to employ the Employee and the Employee hereby accepts employment as President of the Corporation having such duties as are set forth in the by-laws of the Corporation or as are assigned from time to time by the Board of Directors. The Employee will, during will report to the Initial Term Board of Directors and each Renewal Term: (a) Faithfully and diligently do and will perform all such reasonable acts and those duties and furnish such reasonable services consistent discharge those responsibilities as are commensurate with the Employee's position as a Manager of the Companyhis position, and as the Managers Board of Directors from time to time may reasonably direct, provided that such duties and responsibilities are commensurate with his position. The Employee acknowledges and agrees that any determination by the Board of Directors during the term of the Company shall direct. In performing the assigned duties, Employee’s employment under this Agreement that the Employee shall do will not have the duties and perform all acts in the ordinary course responsibilities of the Company's business (with such limits as the Managers Chief Executive Officer of the Company may prescribe necessary Corporation will not constitute a breach of this Agreement. The Employee agrees to perform his duties and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company discharge his responsibilities in a faithful manner and to the promotion best of his ability and to use all reasonable efforts to promote the interests of the Company's best interestsCorporation. The Company understands and recognizes that the Employee may have not accept other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf gainful employment except with the prior consent of the Company only such efforts Board of Directors. The Employee may be involved in charitable, civic and religious organizations so long as they do not materially interfere with the Managers performance of the Company shall determine Employee’s duties hereunder. The Employee will be entitled to be appropriate for the proper conduct make and manage personal investments, provided such investments and any activities undertaken in connection therewith do not violate any restrictive covenants in Sections 10 or 11 of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companythis Agreement.

Duties. The Employee's duties hereunder shall be those which shall be ------ prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Executive Vice President of a company comparable to the Company. The Employee willwill hold, during in addition to the Initial Term office of Executive Vice President of the Company, such other executive offices in the Company and each Renewal Term: (a) Faithfully its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and diligently do and perform all will discharge such reasonable acts and executive duties and furnish such reasonable services consistent with in connection therewith. During the employment period, the Employee's position as a Manager (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Company, and as the Managers of the Company shall directEffective Date. In performing the assigned duties, the The Employee shall do devote his full working time, energy and perform all acts in the ordinary course of the Company's business skill (with such limits as the Managers of the Company may prescribe necessary reasonable absences for vacations and conducive to the Company's best interestsillness excepted); and (b) Devote the Employee's energies and skills , to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the promotion contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non- business organizations so long as such memberships or activities do not interfere with the performance of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyduties hereunder.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully Employee shall have the title, duties and diligently responsibilities of Chairman of the Board, President and Chief Executive Officer and such other titles, duties and responsibilities as may from time to time be assigned by the Board of Directors that are consistent with such duties and responsibilities. (b) Employee agrees to do and perform all such reasonable acts and duties faithfully and diligently and to furnish such reasonable services consistent with as the Employee's position as a Manager Board of the CompanyDirectors may from time to time direct, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of business of the Company's business Company (with within such limits as the Managers of the Company may prescribe prescribe) necessary and conducive to the best interest of the Company's best interests); and. (bc) Devote the Employee's energies Employee agrees to devote his full time, energy and skills skill to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf interests of the Company only such efforts and the performance of his duties as Chairman of the Managers Board, President and Chief Executive Officer of the Company and in such other capacities as he may be elected; provided that Employee shall determine not (to the extent not inconsistent with Sections 3(d), 8(a) and 8(b) below) be appropriate for prevented from (i) serving as a director of any corporation consented to in advance by resolution of the proper conduct Board of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Directors of the Company, (ii) engaging in charitable, religious, civic or other non-profit community activities, or (iii) 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 conflict of interest with performance of his duties hereunder. (d) Employee agrees to observe policies and procedures of the Company shall not have any right in or effect from time to any such independent ventures or time applicable to employees of the income or profits derived therefrom. For the purpose of avoidance of costly Company including, without limitation, policies with respect to employee loyalty and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or prohibited conflicts of interest of the Employee are hereby expressly waived by the Companyinterest.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully During the Term, you shall serve and diligently do the Company shall employ you as the Vice President and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager General Manager, Power Standby Division, of the Company, with such executive duties and responsibilities consistent with such positions and stature as the Managers Chief Executive Officer of the Company may from time to time determine. Your duties may be changed at any time and from time to time hereafter, upon mutual agreement, consistent with the office or offices in which you serve as deemed necessary by the Chief Executive Officer of the Company. You shall direct. In performing report to, and act under the assigned dutiesgeneral direction of, the Employee Chief Executive Officer of the Company. You shall do use your best efforts to carry out the instructions of the Chief Executive Officer of the Company. You also agree to perform such other services and perform all acts duties consistent with the office or offices in which you are serving from time to time and those responsibilities as may from time to time be prescribed by the ordinary course Board of Directors. You also agree to serve as an officer and/or director of the Company and/or any of the Company's other direct or indirect subsidiaries, in all cases in conformity with the organizational documents and the policies of the Board of Directors of each such subsidiary, without additional compensation. You will review and agree to comply with the Company's then-current Code of Business Conduct to the same extent required for other United States-based employees of the Company. You will perform all of your responsibilities in compliance with all applicable laws. (b) During the Term, you shall devote your entire business (with such limits as time and energies during normal business hours to the Managers business and affairs of the Company and its subsidiaries. Nothing in this Section 3 shall be construed as prohibiting you from investing your personal assets in businesses in which your participation is solely that of a passive investor in such form or manner as will not violate Section 5 hereof or require any services on your part in the operation or affairs of those businesses. You may prescribe necessary also participate in philanthropic or civic activities as long as they do not materially interfere with your performance of your duties hereunder. Service on any board of directors other than those of the Company and conducive its subsidiaries must be approved, in advance, by the Board of Directors of the Company. (c) During the Term, you shall be subject to the Company's best interests); and (b) Devote the Employee's energies rules, practices and skills policies applicable to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companysenior executive employees.

Duties. The Employee will, during duties of the Initial Term and each Renewal TermBoard of Directors shall include: (a) Faithfully Periodically review the Reliability Standards with respect to matters affecting the reliability and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager adequacy of the Company, Bulk-Power System power supply within the Region; (b) Manage the business and as the Managers affairs of the Company shall direct. In performing Corporation; (c) Adopt rules, regulations and policies to implement and accomplish the assigned dutiespurposes and provisions of these Bylaws, as necessary; (d) Recommend and approve any amendments to these Bylaws; (e) Exercise general supervision over such committees as may be established in accordance with Article VII and Article VIII of these Bylaws; (f) Consider any matters relating to the general administration of the Corporation proposed by any Member; (g) Form or dissolve committees, subcommittees, or task forces as it deems necessary to carry out the business of the Corporation; (h) Delegate appropriate duties or responsibilities to any committee established pursuant to these Bylaws; (i) Periodically establish and approve an annual budget and any revisions thereto; (j) Require that adequate bond be provided covering all officers, agents, employees charged by the Corporation with responsibility for the custody of any of its funds and property; (k) Have power to select one or more banks or other financial institutions to act as depositories of the funds of the Corporation; (l) Provide for the coordination of planning activities within the Corporation; (m) Provide for the coordination of interconnected system operations within the Corporation; (n) Provide for the coordination of critical infrastructure protection activities within the Corporation; (o) Provide for the Corporation’s membership certification; (p) If the membership authorizes the use of the Corporation’s employees, other than contract personnel, to conduct the administrative affairs of the Corporation, the Employee Board shall do set policies for selecting, compensating and perform all acts in reviewing the ordinary course performance of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests)employees; and (bq) Devote Resolve any disputes regarding the Employee's energies Members and skills to the business Corporation, if those issues cannot be resolved by the standing committees/subcommittees of the Company Corporation and are not otherwise subject to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate NERC’s dispute provisions for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or non-compliance with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyReliability Standards.

Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Vice President of a company comparable to the Company. The Employee willwill hold, during in addition to the Initial Term offices of Vice President of the Company and each Renewal Term: (a) Faithfully President of the Division, such other executive offices in the Company and diligently do its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and perform all will discharge such reasonable acts and executive duties and furnish such reasonable services consistent with in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements) and authority shall be at least commensurate in all material respects with the most significant of those mutually agreed upon by the Employee and the Company as a Manager of the Effective Date; provided, however, that, consistent with the Company's policy with respect to all employees, Employee shall report exclusively to ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and the Board of Directors of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the The Employee shall do devote his full working time, energy and perform all acts in the ordinary course of the Company's business skill (with such limits as the Managers of the Company may prescribe necessary reasonable absences for vacations and conducive to the Company's best interestsillness excepted); and (b) Devote the Employee's energies and skills , to the business of the Company and as is necessary in order to perform such duties; provided, however, that notwithstanding any provision in this Agreement to the promotion contrary, the Employee shall not be precluded from devoting reasonable periods of time required for: (i) owning and managing personal investments including real estate and (ii) serving as a member of boards of companies or organizations which have been approved by the Board of Directors so long as such memberships or activities do not interfere with the performance of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyduties hereunder.

Duties. The Employee will, Executive agrees to his employment by the Company and service during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager Executive Chairman of the Company’s Parent, and as a position to which the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course Board of the Company's business (with ’s Parent has separately so appointed him. In such limits capacity, the Executive shall have the responsibilities and duties customary for such office and such other executive responsibilities and duties as are assigned by the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business Chief Executive Officer of the Company and the Company’s Parent and/or the Board which are consistent with the Executive’s position. The Executive agrees to devote a reasonable amount of his business time, attention and services to the promotion business and affairs of the Company's ’s Parent and its affiliates in light of his position and to perform his duties to the best interestsof his ability. The Company understands and recognizes that At all times during the Employee may have other business activities which take a portion performance of Employee's time devoted this Agreement, the Executive will adhere to business matters. Accordingly, Employee is required to expend on behalf the Code of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Conduct of the Company’s Parent that also applies to the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Board to the Executive for the conduct of the position or positions held by the Executive. During the Term, the Executive (i) may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Board, which shall not be unreasonably withheld, and (ii) may accept directorships on the Company shall board of directors of not-for-profit corporations without the Board’s prior written consent so long as (a) such directorships do not have any right interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Board in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest writing of the Employee are hereby expressly waived by the Companyfact that he has accepted such a non-profit directorship.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully Executive shall have such authority and diligently do responsibilities and shall perform all such reasonable acts and duties and furnish functions as are typically performed by executives in his position and such other reasonable services consistent duties and functions commensurate with his position as the Board lawfully assign to him. Executive shall comply in the performance of his duties with the Employee's position as a Manager policies of the CompanyFairway Group and the Board, and as be subject to the Managers direction of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andBoard. (b) Devote During the Employee's energies Employment Term, Executive shall devote all of his business time and skills attention, reasonable vacation time and absences for sickness excepted, to the business of the Company and Fairway Group, as necessary to the promotion of the Company's best interests. The Company understands and recognizes fulfill his duties; provided, however, that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee Executive may engage in or possess interests other activities so long as such activities do not unreasonably interfere with Executive’s performance of his duties hereunder and do not violate Section 9 hereof. Executive shall perform the duties assigned to him in other business ventures of every nature and description, independently or with others, some of which may compete compliance in all material respects with the business Company’s Code of Conduct. (c) Nothing contained in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in non-competing investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) Executive shall have the Companyright to serve on one (1) outside board of directors of Executive’s choosing. The Board shall have the right to approve of Executive’s choice, and the Company such approval not to be unreasonably withheld. Executive’s position as a member of an outside board of directors shall not have any right in or to any such independent ventures or detract from his duties and responsibilities to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyFairway Group.

Duties. The 1.1 During the term of this Agreement, Employee willshall be employed by C3D as Senior Vice President of Business Development and as an officer of C3D and shall report to the President/Chief Executive Officer of C3D. As such, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and Employee shall have duties and furnish responsibilities commensurate with such reasonable position, including, without limitation, the duties and responsibilities set forth in Exhibit A to this Agreement and such other duties and responsibilities commensurate with such position as may from time to time be assigned to or vested in Employee by C3D's Board of Directors, or by the Chairman of the Board of Directors, or by the Director of Business Development or by the President/Chief Executive Officer of C3D, all upon the terms and subject to the conditions set forth herein. Subject to the provisions of Article 5.13, Employee acknowledges and agrees that Employee may be required, without additional compensation, to perform services consistent for any business entity controlling, controlled by, or under common control with C3D by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the controlled entity (such business entities hereinafter individually and collectively, "Affiliates") and to accept such office or position with any Affiliate as C3D may reasonably require, including, but not limited to, service as an officer or director of C3D or any Affiliate, provided that the nature of such duties is not inconsistent with Employee's position as a Manager of the Company, and as the Managers of the Company shall directhereunder. In performing the assigned duties, the Employee shall do comply with all applicable written policies of C3D and perform Affiliates. Notwithstanding the foregoing, nothing contained herein shall preclude Employee from receiving securities in, or from participating in any option plans of, any Affiliates. 1.2 During the term of this Agreement, C3D agrees to provide all acts reasonable assistance and support to Employee in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion furtherance of Employee's time devoted goals detailed in Exhibit A to business mattersthis Agreement. AccordinglyEmployee specifically recognizes that C3D is a development stage company and operates under significant financial constraints. It shall not be a failure by C3D to provide the requisite support to Employee, if monetary constraints dictate otherwise. 1.3 During the term of this Agreement, Employee is required shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of Employee's time, attention, skill, and ability during usual business hours (and outside those hours on a reasonable basis and when reasonably necessary to expend on behalf Employee's duties hereunder) to the faithful and diligent performance of his duties and responsibilities. 1.4 During the Company only such efforts as the Managers term of the Company shall determine to be appropriate for the proper conduct of Company affairs. Furtherthis Agreement, it is acknowledged that the shall not be a violation of this Agreement for Employee may engage in to serve as an officer or possess interests in other business ventures director of every nature and descriptiona cooperative apartment, independently or with otherscivic or charitable organization or committee (including, some of which may compete without limitation, service on a church finance committee), to perform speaking engagements, or to manage personal passive investments, so long as such activities (individually or collectively) do not conflict or materially interfere with the business performance of the CompanyEmployee's duties hereunder. 1.5 Employee's services shall be regularly performed primarily from Employee's office in Dallas, Texas and the Company shall not have any right in or at such locations and subject to any such independent ventures or travel requirements as reasonably necessary to the income or profits derived therefrom. For the purpose performance of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyEmployee's duties herein.

Duties. The Employee will, during Executive’s services hereunder will be provided on the Initial Term basis of the following terms and each Renewal Termconditions: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with Reporting directly to the Employee's position as a Manager Chief Executive Officer of the Company, and the Executive will serve as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andChief Financial Officer; (b) Devote The Executive will be responsible for setting and managing the Employee's energies Company’s financial processes and skills actions (including but not limited to, working with the Company’s General Counsel in managing the Company’s SEC filing process), managing relationship with the Company’s auditors & taxation experts, managing the Financial side of the Company’s contracted IT service provider, tracking cash flow and all aspects of financial planning and reporting, analyzing the Company’s financial strengths and weaknesses and proposing corrective actions, in each case, subject to any applicable law and to instructions provided by the business Chief Executive Officer &/or the General Counsel of the Company from time to time. Further the Executive will be responsible (jointly with COO) for managing the Company’s “service center” (and employees) located in Belleville, Ontario, Canada. (c) The Executive will faithfully, honestly and diligently serve the Company and co-operate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business satisfaction of the Company, acting reasonably, and the Company shall Executive will provide any other services not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation specifically mentioned herein, but which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest by reason of the Employee Executive’s capability, the Executive knows or ought to know to be necessary to ensure that the best interests of the Company are hereby expressly waived maintained. (d) The Executive will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the Company. (e) The Executive will report the results of his duties hereunder to the Company as it may request from time to time.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully The Bank or Bancorp and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with Executive hereby agree that, subject to the Employee's position as a Manager provisions of this Agreement, the CompanyBank or Bancorp shall employ Executive, and Executive shall serve the Bank and Bancorp (from date of appointment) as President and Chief Executive Officer for the Managers Term of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andthis Agreement. (b) Devote During the Employee's energies Term hereof, Executive shall devote substantially all of his or her business time, attention, skill and skills efforts to the faithful performance of the business of the Company Bank and Bancorp to the promotion 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 Boards of Directors of the Company's best interests. The Company understands Bank and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairsBancorp. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business prior approval of the CompanyBoard, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in charitable, political or civic organizations, which, in such Board’s judgment, will not present any material conflict of interest with the Company shall Bank and Bancorp and will not have any right in or unfavorably affect the performance of Executive’s duties pursuant to any such independent ventures or this Agreement. Subject to the income or profits derived therefrom. For provisions of the purpose Bank’s and Bancorp’s code of avoidance conduct, nothing contained herein will be deemed to limit the ability of costly and prolonged litigation which may result in undue damage Executive to make passive investments. (c) In addition, to the Employee extent permitted by law and consistent with the Company, any claims based on any such activities or conflicts of interest oversight responsibilities of the Employee are hereby expressly waived by Board of Directors , Executive shall have the Companyfull authority and support of the Board of Directors to hire and fire all officers and employees of the Bank and Bancorp from time to time.

Duties. The Employee will, during Subject to the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager powers of the CompanyEmployer to elect and remove employees, Employee will serve Employer as its Chief Executive Officer (or in such other executive function as Employer may determine) and as the Managers of the Company shall direct. In performing the assigned dutieswill perform, faithfully and diligently, the services and functions relating to such employment, or otherwise reasonably incident to such employment, as may be reasonably designated from time to time by Employer. Employee shall do will devote his time, attention, skills, benefits and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive best efforts to the Company's best interests); and (b) Devote the Employee's energies and skills to the business performance of the Company his duties hereunder and to the promotion of the Companybusiness and interests of Employer and its affiliates. Employee will not, without the prior written consent of the Operating Partnership, become engaged in any other activity requiring significant time or personal services by Employee that will conflict with the proper performance of any such duties under this Employment Agreement. Employer hereby acknowledges that Employee has a broad and varied range of investment interests and agrees that Employee must devote such reasonable time and attention to the proper and judicious management of such interests as may be reasonably required from time to time. Accordingly, nothing contained in this Employment Agreement shall limit or be deemed to limit Employee's best interests. The Company understands investment activities, and recognizes Employee's engaging in such activities shall not be deemed to be a breach or violation of this Employment Agreement; provided, however, Employee shall not undertake new investment activities that will materially interfere with the Employee may have other business activities which take a portion performance of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyduties hereunder.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and The Company hereby agrees to employ Executive as its President, reporting to the Company’s Chief Executive Officer. Executive agrees that he will perform all such reasonable acts and lawful duties and furnish such reasonable services consistent with the Employee's position as a Manager of assigned to him by the Company, and as the Managers will serve with no additional compensation in any other office or position of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of its Affiliates (as defined below) as reasonably determined by the Company's ’s Chief Executive Officer or the Company’s Board of Directors (the “Board”). Executive agrees that he will devote his full attention, time, and effort to the business (with such limits as the Managers and affairs of the Company may prescribe necessary and conducive its Affiliates and that he makes a full commitment to the Company's business and affairs of the Company and its Affiliates except as described in subsection 2(c) below. Executive further agrees that he will use his reasonable best interests); andefforts to promote the interests of the Company and its Affiliates. Executive shall continue to serve as a member of the Board as of the Effective Date. The Company shall nominate Executive as a director for stockholder approval at each annual meeting during the term of Executive’s employment with the Company in which his term as a director is due to expire. (b) Devote Executive will perform his duties diligently and competently and shall act in conformity with all Company policies, and within the Employee's energies limits, budgets and skills business plans set by the Company. Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of executives of the Company. Except as provided in subsection 2(c) below or with the Board’s prior written consent, Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company during his employment with the Company. US-DOCS\119697752.7 (c) Executive may devote reasonable time to unpaid activities such as supervision of personal investments and activities involving professional, charitable, educational, religious, civic and similar types of activities, speaking engagements and membership on committees, provided such activities do not individually or in the aggregate interfere with the performance of his duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. Executive cannot serve on the board of directors of a private or publicly traded company (other than the Company’s Board) without the Board’s prior written consent. Executive shall not work for persons or companies other than the Company for compensation for his own account or for or on behalf of any other person, firm or company without the Board’s prior written consent. (d) For purposes of this Agreement, the term “Affiliates” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities any partnership, joint venture, unincorporated association or limited liability company in which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in has a direct or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyindirect ownership interest.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully Employee shall have the title, duties and diligently responsibilities of President and Chief Executive Officer and such other duties and responsibilities as may from time to time be assigned that are consistent with such duties and responsibilities and shall report to the Chairman of the Board of the Company. * including Amendment 4 (Amended and Restated Employment Agreement) (b) Employee agrees to do and perform all such reasonable acts and duties faithfully and diligently and to furnish such reasonable services consistent with as the Employee's position as a Manager Chairman of the CompanyBoard may from time to time direct, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of business of the Company's business Company (with within such limits as the Managers of the Company may prescribe prescribe) necessary and conducive to the best interest of the Company's best interests); and. (bc) Devote the Employee's energies Employee agrees to devote his full time, energy and skills 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 Executive Officer of the Company's best interests. The Company understands and recognizes ; provided that the Employee may have other business activities which take shall not (to the extent not inconsistent with paragraphs 3(d) and 10(b) below) be prevented from (a) serving as a portion director of Employee's time devoted any corporation consented to business matters. Accordingly, Employee is required to expend on behalf in advance by resolution of the Company only such efforts as the Managers Board of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Directors of the Company, (b) engaging in charitable, religious, civic or other non-profit community activities, or (c) 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 conflict of interest with performance of his duties hereunder. (d) Employee agrees to observe policies and procedures of the Company shall not have any right in or effect from time to any such independent ventures or time applicable to employees of the income or profits derived therefrom. For the purpose of avoidance of costly Company including, without limitation, policies with respect to employee loyalty and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or prohibited conflicts of interest of the Employee are hereby expressly waived by the Companyinterest.

Duties. 4.1 The Employee will, during Executive shall serve the Initial Term Company as Chief Executive Officer of the combined global operations and each Renewal Termcompanies of the business known as “Ingeus”. 4.2 During the Appointment the Executive shall: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services as are consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall directExecutive’s skills or position. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the The Company may prescribe necessary and conducive from time to time second the Executive to work for a Group Company to do work of a similar nature or may make reasonable adjustments to the Company's best interests); andExecutive’s job title, job duties or responsibilities; (b) Devote unless prevented by Incapacity, devote the Employee's energies whole of her working time, attention and skills abilities to the business of the Company and any other Group Company, save that the Company hereby agrees that the Executive may undertake such other activities including but not limited to charitable and speaking engagements as the Board consents to (such consent not to be unreasonably withheld) that do not interfere with the discharge of the Executive’s duties to the promotion Company; (c) diligently exercise such powers and perform such duties as may from time to time be assigned to her by the board of any other Group Company; (d) comply with all reasonable and lawful directions given to her by the Board or the Chief Executive Officer of the Parent; (e) promptly make such reports to the Board or the Chief Executive Officer of the Parent in connection with the affairs of the Company or any other Group Company on such matters as she is aware (and responsible) and at such times as are reasonably required; (f) report her own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any other Group Company of which she is aware to the Board immediately on becoming aware of it; (g) use her best endeavours to promote, protect, develop and extend the business of the Company or any other Group Company; (h) consent to the Company monitoring and recording any use that she makes of the Company's best interests. The Company understands and recognizes electronic communications systems for the purpose of ensuring that the Employee may have other Company's rules are being complied with and for legitimate business activities which take purposes; (i) if requested, act as a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf director of the Company only such efforts and act as the Managers a director, officer or consultant of the any Group Company shall determine as appointed from time to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete time; (j) comply with the business articles of association (as amended from time to time) of the Company; and (k) comply with all requirements, recommendations or regulations, as amended from time to time, all and any applicable regulatory authorities relevant to the Company or any other Group Company from time to time. 4.3 The Executive shall comply with the Company's anti-corruption and bribery policy and related procedures at all times, provided those policies are lawful and accessible to the Executive and that the Executive is notified in writing in advance of any changes to those policies. 4.4 The Executive shall comply with any rules, policies and procedures set out in the Code of Conduct and the Staff Handbook, provided those policies are lawful and accessible to the Executive and that the Executive is notified in writing in advance of any changes to those policies. The Code of Conduct and the Staff Handbook do not form part of this agreement and any Group Company may amend either document at any time. To the extent that there is any conflict between the terms of this agreement and the Code of Conduct or the Staff Handbook, this agreement shall prevail. 4.5 All documents, manuals, hardware and software provided for the Executive's use by the Company or any other Group Company, and the Company shall not have any right in data or to any such independent ventures documents (including copies) produced, maintained or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and stored on the Company's or any Group other Company’s (as applicable) computer systems or other electronic equipment (including mobile phones), any claims based on any such activities or conflicts remain the property of interest of the Employee are hereby expressly waived by the Company.

Duties. During the Term, the Employee shall serve as the President and Chief Executive Officer of the Company and shall perform tasks reasonably assigned to him from time to time by officers and/or directors of BPMC. The Employee will, during shall be responsible for the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager day-to-day management of the Company, and as the Managers shall use his best efforts to maintain key employees of the Company who perform in accordance with the Company's requirements and shall directperform the functions identified on Exhibit "A" attached hereto, provided that, except as otherwise directed by the Company's Board of Directors, the Employee may delegate functions from time to time to other employees, consultants, agents and/or independent contractors in his reasonable discretion. In performing Subject to the assigned dutiesreasonable control of the Board of Directors of the Company, the Employee shall do have such powers and perform all acts in the ordinary course of the Company's business (duties as generally pertain to a Chief Executive Officer and President, together with such limits other rights, responsibilities and duties as may be reasonably conferred upon him by the Managers Board of Directors of the Company may prescribe necessary consistent with his status as President and conducive to the Company's best interests); and (b) Devote the Employee's Chief Executive Officer. The Employee shall devote his full business time and energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business affairs of the Company, BPMC and their affiliates and shall use his best efforts, skills and abilities to promote the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose interests of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts BPMC and their affiliates and to diligently and competently perform the duties of interest of his position. Work performed by the Employee are hereby expressly waived hereunder shall be performed by the Employee primarily at the Company's premises, except for travel as may be reasonably necessary for the Employee to perform his duties hereunder and for the Employee to attend monthly or semi-monthly meetings at BPMC's executive offices.

Duties. The Employee will, during During the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee Executive shall do devote his full business attention and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills time to the business and affairs of the Company and shall use his reasonable best efforts to the promotion carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the Companyforegoing for the Executive to serve on corporate, civic or charitable boards or committees, and manage personal investments, so long as such activities do not materially interfere with the performance of the Executive's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf responsibilities as an employee of the Company only such efforts in accordance with this Agreement or otherwise violate the Executive's obligations hereunder. The Executive shall be subject to the AT&T Non-Competition Guideline, as the Managers same may be amended from time to time, and to any successor policy that may hereafter be adopted (such Guideline and any successor policy thereto, the "Non-Competition Guideline"). The Executive hereby acknowledges that he has received a copy of the Non-Competition Guideline, and that he understands that compensation and benefits otherwise payable to him under this Agreement may be subject to forfeiture if he violates the Non-Competition Guideline. Notwithstanding the second sentence of this Section 2(b), the Executive shall not serve on any corporate, civic or chari- table boards or committees without first disclosing such proposed service to the Corporate Secretary of Company (the "Corporate Secretary") and obtaining the consent of the Corporate Secretary to such service, and in any event he shall not serve on any board or committee of an entity that is a competitor of the Company shall determine to be appropriate for within the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business meaning of the CompanyNon-Competition Guideline. The Executive hereby represents to the Company that he has previously informed the Corporate Secretary of the boards and committees on which he presently serves, and has obtained the Company shall not have any right in or Corporate Secretary's consent to any his remaining a member of such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly boards and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companycommittees.

Duties. The Employee willDuring the term of this Agreement, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and Consultant agrees to make himself available to Invatec to perform all such reasonable acts and duties and furnish such reasonable services duties, consistent with the Employee's position knowledge and experience of Consultant, as a Manager are from time to time assigned to the Consultant by the President of Invatec or any designee of the CompanyPresident (collectively the "Management"). Such duties shall include, but not be limited to, advising Management regarding the successful operation of the businesses of Invatec and making all suggestions and recommendations which he feels will be of benefit to Invatec; strategic planning for the development of the businesses of Invatec; identifying potential acquisitions and introducing Management to representatives of such entities; attending meetings between Management and present or prospective dealers, manufacturers, customers and suppliers; assisting with employee relations and personnel decisions at Invatec; and such other acts which Consultant, with the prior approval of Management, may determine to pursue to further the business interests and enhance the reputation and goodwill of the Companies and Invatec. Invatec shall give reasonable notice to Consultant of the need for his services, and, in the event that travel is required in the performance of those services, such notice shall be in writing. Consultant shall serve as an independent contractor and not as an employee of Invatec, and therefore will not be eligible for or entitled to receive any benefits such as medical or life insurance, unemployment compensation or retirement benefits. In the Managers performance of his duties hereunder Consultant shall obey all laws, governmental rules and regulations and the Companies' reasonable rules, regulations and special instructions applicable to him, and will be loyal and faithful to Invatec at all times, constantly endeavoring to increase the value of the Company shall directCompanies and the business to Invatec. In performing the assigned dutiesInvatec agrees, the Employee shall do however, that Consultant will not be required to engage in any activities that conflict with his fiduciary and perform all acts in the ordinary course of the Company's business (other obligations to SPI and its affiliates and that, subject to compliance with Section 5 and 6, actions taken by him consistent with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company obligations shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose be considered a breach of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companythis Agreement.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and The Company hereby agrees to employ Executive as its President, reporting to the Company’s Chief Executive Officer. Executive agrees that he will perform all such reasonable acts and lawful duties and furnish such reasonable services consistent with the Employee's position as a Manager of assigned to him by the Company, and as the Managers will serve with no additional compensation in any other office or position of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of its Affiliates (as defined below) as reasonably determined by the Company's ’s Chief Executive Officer or the Company’s Board of Directors (the “Board”). Executive agrees that he will devote his full attention, time, and effort to the business (with such limits as the Managers and affairs of the Company may prescribe necessary and conducive its Affiliates and that he makes a full commitment to the Company's business and affairs of the Company and its Affiliates except as described in subsection 2(c) below. Executive further agrees that he will use his reasonable best interests); andefforts to promote the interests of the Company and its Affiliates. Executive shall continue to serve as a member of the Board as of the Effective Date. The Company shall nominate Executive as a director for stockholder approval at each annual meeting during the term of Executive’s employment with the Company in which his term as a director is due to expire. (b) Devote Executive will perform his duties diligently and competently and shall act in conformity with all Company policies, and within the Employee's energies limits, budgets and skills business plans set by the Company. Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of executives of the Company. Except as provided in subsection 2(c) below or with the Board’s prior written consent, Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company during his employment with the Company. (c) Executive may devote reasonable time to unpaid activities such as supervision of personal investments and activities involving professional, charitable, educational, religious, civic and similar types of activities, speaking engagements and membership on committees, provided such activities do not individually or in the aggregate interfere with the performance of his duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. Executive cannot serve on the board of directors of a private or publicly traded company (other than the Company’s Board) without the Board’s prior written consent. Executive shall not work for persons or companies other than the Company for compensation for his own account or for or on behalf of any other person, firm or company without the Board’s prior written consent. (d) For purposes of this Agreement, the term “Affiliates” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities any partnership, joint venture, unincorporated association or limited liability company in which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in has a direct or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyindirect ownership interest.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and Executive shall perform all such reasonable acts and duties and furnish functions, and have such reasonable services consistent authority, as are provided by the Company’s by-laws and as are typical for the president and chief executive officer of a company similar to the Company, including, but not limited to, authority with respect to personnel decisions and establishment of strategic business plans subject to the Employee's position as a Manager approval of the Board of Directors of the Company. In addition, Executive shall have such other duties and functions as the Managers Board of Directors of the Company shall direct. In performing from time to time determine and Executive shall comply in the assigned dutiesperformance of his duties with the policies of, and be subject to the direction of, the Employee shall do and perform all acts in Board of Directors. At the ordinary course request of the Company's business (with such limits Board of Directors, Executive shall serve, without further compensation, as the Managers an executive officer of any subsidiary or affiliate of the Company may prescribe necessary and conducive to and, in the Company's best interests); andperformance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary or affiliate. (b) Devote During the Employee's energies term of this Agreement, Executive shall devote substantially all of his time and skills attention, vacation time and absences for sickness excepted, to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the Company best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of his duties hereunder and do not violate the non-competition or other provisions of Exhibit C hereto, including the Company’s Conflicts of Interest Policy attached thereto. (c) Nothing in this Section 7 or elsewhere in this Agreement shall be construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The principal location at which Executive shall perform his duties hereunder shall be at the Company’s offices in Danvers, Massachusetts or at such other location as may be designated from time to time by the Board of Directors of the Company; provided, that if the principal location of Executive’s duties is transferred from Danvers, Massachusetts, the new principal location of Executive’s duties shall not have any right in or to any be transferred beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ without Executive’s consent. Notwithstanding the foregoing, Executive shall perform such independent ventures or to services at such other locations as may be required for the income or profits derived therefrom. For the purpose proper performance of avoidance of costly his duties hereunder, and prolonged litigation which Executive recognizes that such duties may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyinvolve travel.

Duties. The Employee willDuring the Term, during the Initial Term Executive shall devote his best efforts and each Renewal Term: (a) Faithfully such of his business time, attention, skill and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent efforts as he deems necessary to consult with the Employee's position as a Manager of the Company, and as the Managers executive officers of the Company and the Bank with respect to such matters as may be reasonably requested by the Company and the Bank; provided, however, that nothing in this Agreement shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course preclude Executive from devoting reasonable periods required for serving as a director or consultant to any business organization which does not involve a material conflict of interest with the Company's business business, from engaging in charitable and community activities, and from managing his personal investments. The parties hereto acknowledge and agree that (with such limits as i) Executive shall be free to reside and work at the Managers geographical location of the Company his choice, (ii) in most circumstances, Executive may prescribe necessary and conducive respond to the Company's best interests)requests for his services by telephone, mail, facsimile or similar means of communication, (iii) in requiring Executive's services hereunder, the Company shall consider the reasonable convenience of Executive and the demands of his other commitments and shall require his physical attendance at meetings and events remote from his residence only in matters for which Executive's presence is essential; and (biv) Devote the Employeeconduct and control of the consulting services to be performed hereunder shall be the sole responsibility of Executive, and (v) the Company shall have no power to direct or dictate Executive's energies schedule or the hours during which he shall be required to perform consulting services hereunder. The Company hereby acknowledges and skills agrees that Executive shall continue to receive compensation and benefits pursuant to this Agreement as set forth in Paragraph 4 hereof notwithstanding the business failure or refusal of the Company and to request the promotion performance of the Company's best interestsconsulting services by Executive hereunder. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company terminate this Agreement only such efforts for Cause as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage set out in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyParagraph 5B hereof.

Duties. The Employee willExcept as otherwise set forth in this Section ‎3(a) or as set forth on Exhibit A, during Executive (i) shall devote substantially all of Executive’s business time, attention and energies to the Initial Term business and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with affairs of the Employee's position as a Manager Company, shall use Executive’s best efforts to advance the interests of the Company, and as shall perform Executive’s duties diligently and to the Managers best of Executive’s ability, in compliance with the Company Company’s policies and procedures and the laws and regulations that apply to the Company’s business; and (ii) shall direct. In performing not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that will interfere with the assigned dutiesperformance by Executive of Executive’s duties hereunder or Executive’s availability to perform such duties or that Executive knows, or should reasonably know, will adversely affect, or negatively reflect upon, the Employee shall do and perform all acts in Company. With the ordinary course advance written consent of the Company's ’s Board of Directors (the “Board”), Executive may serve as a director of, or on the advisory committee of, other pharmaceutical and life science companies. Approval for any such business (with such limits activity shall not be unreasonably withheld by the Board, so long as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to activity is not competitive with the business of the Company and to does not interfere with the promotion performance of Executive’s duties hereunder. Notwithstanding the Company's best interests. The Company understands foregoing, nothing herein shall preclude Executive from (i) engaging in charitable activities and recognizes community affairs, and (ii) managing Executive’s personal and family investments and affairs; provided, however, that the Employee may have other business activities which take a portion of Employee's time devoted set out in clauses (i) and (ii) shall be limited by Executive so as not to business matters. Accordinglyinterfere, Employee is required to expend on behalf of individually or in the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Furtheraggregate, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business performance of the Company, Executive’s duties and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyresponsibilities hereunder.

Duties. The Employee will, during During the Initial Term of Employment the Executive shall continue to serve as the Company's Chief Executive Officer and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course member of the Company's business Board of Directors (with such limits as the Managers "Board"). As the Company's Chief Executive Officer, the Executive shall direct and manage the affairs of the Company may prescribe necessary with such duties, functions and conducive responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) as are customarily associated with and incident to the Company's best interests); and (b) Devote position of Chief Executive Officer and as the Employee's energies and skills Company may, from time to time, require of him, subject to the business of the Company and to the promotion direction of the Company's best interestsBoard. The Executive shall serve the Company understands faithfully, conscientiously and recognizes to the best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment, provided, however, that it shall not be a breach of this Agreement for the Employee Executive to manage his own private financial investments; or with the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other companies which do not compete with the Company, so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, do not otherwise interfere with the Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Executive shall be the principal executive offices of the Company. The Executive acknowledges that in the course of his employment he may have other business activities which take a portion of Employee's be required, from time devoted to business matters. Accordinglytime, Employee is required to expend travel on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company."

Duties. The As Chief Information Officer of the Company, the Employee will, during the Initial Term and each Renewal Termshall: (a) Faithfully have such management, supervisory and diligently do operational functions as are customary to such position, and perform all such reasonable acts other powers, functions and duties and furnish such reasonable services consistent with as may be assigned to the Employee's position as a Manager Employee by the Board of Directors or Chief Executive Officer of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote diligently, competently, and faithfully perform all of the duties and functions as may be assigned to the Employee hereunder; (c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); (d) devote one hundred percent (100%) of the Employee's energies ’s full business time, attention, energies, and skills effort to the business affairs of the Company; (e) achieve the results and other goals required by the Company; and (f) Conduct all of his activities in a manner so as to maintain and promote the business and reputation of the Company. The Employee shall not, during the term of this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to any third party or conflict with the provisions of Section 9, Section 10 or Section 12 hereof, conflict with the Employee’s duties or responsibilities to the Company hereunder, or conflict with any published policy of the Company and or its affiliates, including but not limited to the promotion ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company's best interestsCompany or its affiliates. The Company understands Notwithstanding anything to the contrary herein, the parties acknowledge and recognizes agree that the Employee may have other business activities which take a portion shall, during the term of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of this Agreement and at the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business request of the Company, and also serve as an officer of any subsidiary or affiliate of the Company as the Company shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Company had separately entered into this Agreement, except that the Employee shall not have any right in or be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such independent ventures subsidiary or to the income or profits derived therefrom. For the purpose affiliate of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company.

Duties. The Employee willDuring the term of his employment and consultancy hereunder, during Naples shall perform such services for the Initial Term Company and its subsidiaries as may reasonably be assigned to him, from time to time, by the Chairman (if other than Naples), the Vice Chairman, the Chief Executive Officer or the President of the Company (each Renewal Terman "Authorized Officer"). Such duties may include, without limitation, the following: (ai) Faithfully advising, consulting and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with assisting in transition matters relating to the Employee's position as transfer of responsibilities to a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of successor Chief Executive Officer; (ii) reviewing the Company's business (with such limits as the Managers of the Company may prescribe necessary quarterly and conducive to annual reports, and offering comments for improving the Company's best interests); andperformance as reflected on such reports; (biii) Devote advising and consulting with respect to strategic opportunities; (iv) advising, consulting and assisting in the Employee's energies development of business opportunities and skills to the business maintenance of the Company and to the promotion of customer relations. Unless expressly authorized by the Company's best interests. The Company understands Board of Directors, Chairman of the Board (if other than Naples) or Chief Executive Officer, Naples shall not have, and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted shall not hold himself out as having, any authority to business matters. Accordingly, Employee is required to expend make any representations on behalf of the Company only such efforts as the Managers nor to execute any agreements on behalf of the Company or otherwise to bind the Company to any obligation to third parties. During the term of his employment hereunder, Naples shall determine not be required to be appropriate for spend more than 90 hours per month, and during the proper conduct term of any consultancy hereunder not more than 45 hours per month, on the performance of his duties. Naples shall record the time spent by him on the duties assigned by an Authorized Officer and shall submit a statement of such time to the Chairman of the Company affairspromptly after the end of each month. Further, it is acknowledged that such duties may be performed via telephone and/or by written communication and shall not require Naples's presence at the Employee may engage Company's facilities or his travel outside of the greater Philadelphia area unless otherwise mutually agreed by the parties. The Company shall reimburse Naples in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete accordance with the business Company's normal reimbursement policies for all authorized, reasonable and documented expenses incurred by him in the performance of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyhis duties hereunder.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully Employee shall have the title, duties and diligently responsibilities of Chairman of the Board and Chief Executive Officer of the Company and such other titles, duties and responsibilities as may from time to time be assigned by the Board of Directors that are consistent with such duties and responsibilities. (b) Employee agrees to do and perform all such reasonable acts and duties faithfully and diligently and to furnish such reasonable services consistent with as the Employee's position as a Manager Board of the CompanyDirectors may from time to time direct, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of business of the Company's business Company (with within such limits as the Managers of the Company Board may prescribe prescribe) necessary and conducive to the best interest of the Company's best interests); and. (bc) Devote the Employee's energies Employee agrees to devote his full time, energy and skills skill to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf interests of the Company only such efforts and the performance of his duties as Chairman of the Managers Board and Chief Executive Officer of the Company and in such other capacities as he may be elected; provided that Employee shall determine not (to the extent not inconsistent with Sections 3(d), 8(a) and 8(b) below) be appropriate for prevented from (i) serving as a director of any corporation consented to in advance by resolution of the proper conduct Board of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Directors of the Company, (ii) engaging in charitable, religious, civic or other non-profit community activities, or (iii) 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 conflict of interest with performance of his duties hereunder. (d) Employee agrees to observe policies and procedures of the Company shall not have any right in or effect from time to any such independent ventures or time applicable to employees of the income or profits derived therefrom. For the purpose of avoidance of costly Company including, without limitation, policies with respect to employee loyalty and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or prohibited conflicts of interest of the Employee are hereby expressly waived by the Companyinterest.

Duties. The Employee will, during officers of this Corporation shall have the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and following duties and furnish such reasonable services consistent with other duties as delegated by the Employee's position as a Manager president. The chairman shall be the chief executive officer of the CompanyCorporation, shall have general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the stockholders and the Board of Directors. The president shall be the chief operating officer of the Corporation, and shall perform such duties as may be prescribed by the Board of Directors or the chairman and shall act whenever the chairman shall be unavailable. The vice president(s) shall perform such duties as may be prescribed by the Board of Directors or the chairman and shall act whenever the president shall be unavailable. The secretary shall have custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the stockholders and whenever else required by the Board of Directors or the chairman, and shall perform such other duties as may be prescribed by the Board of Directors. The Treasurer shall be the chief financial and accounting officer. He shall keep correct and complete records of account, showing accurately at all times the financial condition of the corporation. He shall be the legal custodian of all monies, notes, securities and other valuables that may from timte to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depositary to be designated by the Board of Directors and shall keep this bank account in the name of the Corporation. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as the Managers bylaws provide or the Board of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company Directors may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyprescribe.

Duties. Employee's title shall be President, Chief Operating Officer. Employee shall report directly to the Chief Executive Officer of the Corporation. The Employee willshall continue to serve as a director of the Corporation. Employee shall perform all services reasonably required by the Corporation in furtherance of the Corporation's business purposes as determined, during from time to time, by the Initial Term Board of Directors of the Corporation. The Employee will work only for AgriBioTech, Inc. and each Renewal Termits subsidiaries, as may be needed except as may be mutually agreed by Employee and Corporation for limited Access Technology responsibilities as a consultant. Employee may retain his ownership in Access Technology and said ownership shall not be considered a conflict of interest. The Chief Executive Officer or a Board member shall sign off on all agreements between Corporation and Access Technology in order to avoid potential conflicts, while enabling corporation to use Access Technology services where beneficial. President, Chief Operating Officer duties shall include responsibility for all Corporation operation activities. Duties and responsibilities retained by Corporation's CEO and former President, COO which are excluded from Employees duties shall be: (a) Faithfully Mergers and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and Acquisitions (b) Devote Capital structure, capital formation, equity/debt fundings, investment banking activities, investor/shareholder relations. (c) Strategic decisions on biotechnology partners and types of partnerships and agreements. All other categories of Corporation operations shall be under the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion direct responsibility of Employee. Said duties shall be performed consistent with Corporation's time devoted to business mattersmission statement and objectives. AccordinglyNotwithstanding anything included here, Employee is required and Corporation's Chief Executive Officer agree, understand and acknowledge that to expend on behalf of the Company only such efforts effectively perform their individual responsibilities, they must work together as the Managers of the Company shall determine a team. As such, they agree to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in discuss with each other significant business ventures of every nature issues to help maximize Corporation's progress toward its mission statement and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyobjectives.

Duties. The Employee willshall devote his full business time and attention to the duties of Chairman of the Board, during President and Chief Executive Officer of the Initial Term Company and each Renewal Term: (a) Faithfully in such capacity shall report directly to the Board of Directors and diligently do shall be responsible for the overall management, strategic direction and perform all financial and operating strategy of the Company, in accordance with the policies and directions adopted by the Board of Directors from time to time and such reasonable acts and duties and furnish such reasonable services other responsibilities as may be directed to him by the Board of Directors of the Company consistent with the Employeeterms of this Agreement. In further consideration hereof, Employee shall act, upon the Company's position as a Manager request and for no additional compensation, in an executive officer and/or director capacity for any subsidiary of the Company, and at Employee's election, Employee shall act as Chief Executive Officer for any subsidiary of the Managers Company. In the performance of his duties hereunder, Employee shall at all times report solely to and be subject to the direction of the Board of Directors of the Company and perform his duties hereunder subject to and in accordance with the resolutions of the Board of Directors of the Company and the Bylaws of the Company, in each case consistent with this Agreement, as from time to time in effect. During the term of this Agreement, Employee shall be entitled to participate in any executive committees of the Board of Directors as from time to time constituted. The duties and responsibilities to be performed pursuant hereto by Employee for the Company and/or any subsidiary of the Company shall directnot be modified to require the performance of services materially different from those customarily required of senior executive officers. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company This Agreement shall not have any right in or be construed as preventing employee from serving as a director of up to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based two outside corporate boards so long as service on any such activities board does not require more than six business days annually and does not conflict with Employee's duties to the Company or conflicts of interest of the otherwise require Employee are hereby expressly waived by the Companyto undertake substantial additional duties in connection therewith.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and Executive shall perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and functions as the Managers Board of Directors of the Company shall direct. In performing from time to time determine and Executive shall comply in the assigned dutiesperformance of his duties with the policies of, and be subject to the direction of, the Employee Board of Directors. If requested, Executive shall do serve as a corporate officer and perform all acts in the ordinary course of the Company's business (with such limits as the Managers or director of the Company may prescribe necessary and conducive to the Company's best interests); andwithout further compensation. (b) Devote At the Employee's energies and skills to request of the business Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and to the promotion policies of the Company's best interests. The Company understands Board of Directors of each such subsidiary or affiliate. (c) During the term of this Agreement, Executive shall devote substantially all of his time and recognizes that the Employee may have other business activities which take a portion of Employee's attention, vacation time devoted and absences for sickness excepted, to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrombest of his ability. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage Notwithstanding anything herein to the Employee contrary, and subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and do not violate Section 10 hereof. (d) The principal location at which the Executive shall perform his duties hereunder shall be at the Company's offices in Needham, any claims based on any Massachusetts or at such activities or conflicts other location as may be designated from time to time by the Board of interest Directors of the Employee are hereby expressly waived by Company. Notwithstanding the Companyforegoing, Executive shall perform such services at such other locations as may be required for the proper performance of his duties hereunder, and Executive recognizes that such duties may involve travel.

Duties. The During the Term, the Employee willshall serve as the Senior Vice President, during General Counsel, and Corporate Secretary of the Initial Term Company. In this capacity, the Employee shall have the duties, authorities, and each Renewal Termresponsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee by the President and Chief Executive Officer that are not inconsistent with the Employee’s position as Senior Vice President, General Counsel, and Corporate Secretary. In addition: (a) Faithfully The Employee will devote her full time and best efforts, talents, knowledge and experience to serving as the Company’s Senior Vice President, General Counsel and Corporate Secretary. The Employee will perform her duties diligently do and perform all such reasonable acts competently and duties will act in conformity with Company’s written and furnish such reasonable services consistent oral policies and within the limits, budgets and business plans set by the Company. The Employee will also comply with the Employee's position Company’s Compensation Recovery Policy, as a Manager it may be amended from time to time. Further, the Employee will 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, and firm or company that, as the Managers of determined by the Company shall direct. In performing in its sole discretion, competes, conflicts or interferes with the assigned duties, the Employee shall do and perform all acts performance of her duties hereunder in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andany material way. (b) Devote the Employee's energies The Employee agrees to serve without additional compensation as an officer and skills to the business director of the Company and to the promotion any of the Company's best interests. The Company understands ’s subsidiaries and recognizes agrees that amounts, if any, received from such subsidiary may be offset against the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyamounts due hereunder.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully The Executive agrees to serve as President and diligently do and perform all Chief Executive Officer of the Company during the Term. In such reasonable acts capacity, the Executive shall have the responsibilities and duties customary for such office(s) and furnish such reasonable services other executive responsibilities and duties as are assigned by the Board which are consistent with the Employee's position as a Manager of Executive’s position. The Executive agrees to devote substantially all his business time, attention and services to the Company, business and as the Managers affairs of the Company shall directand its affiliates and to perform his duties to the best of his ability. In performing At all times during the assigned dutiesperformance of this Agreement, the Employee shall do and perform all acts in Executive will adhere to the ordinary course Code of the Company's business (with such limits as the Managers Conduct of the Company (the “Code of Conduct”) that has been or may prescribe necessary hereafter be established and conducive communicated by the Board to the Company's best interests); andExecutive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the Board of Directors of for-profit corporations without the prior written consent of the Board. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Board’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Board in writing of the fact that he has accepted such a non-profit directorship. (b) Devote If the Employee's energies and skills Company or the Executive elects not to renew the business Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the Company and then current Term (unless earlier terminated pursuant to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. AccordinglySection 3.1 hereof), Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete cooperate fully with the business of Board and shall perform such duties not inconsistent with the Company, and the Company provisions hereof as he shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived be assigned by the CompanyBoard.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully 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 diligently do in accordance with the authority and direction of the Board and/or the Supervising Officer have such authority and perform all in a diligent and competent manner such reasonable acts duties as may be assigned to the Executive from time to time by the Board and/or the Supervising Officer and (iv) shall devote the Executive’s best efforts and such time, attention, knowledge and skill to the operation 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 furnish such reasonable services consistent with responsibilities shall be at the Employee's position Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business or as a Manager of may be reasonably required by the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andCompanies. (b) Devote Notwithstanding the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Furtherforegoing, it is acknowledged understood during the Employment Period, subject to any conflict of interest policies of the Companies, the Executive may (i) serve in any capacity with any civic, charitable, educational or professional organization provided that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete such service does not materially interfere with the business Executive’s duties and responsibilities hereunder, (ii) make and manage personal investments of the CompanyExecutive’s choice, and (iii) with the Company prior consent of the Companies’ Chief Executive Officer, which shall not have any right in or to any such independent ventures or to be unreasonably withheld, serve on the income or profits derived therefrom. For the purpose board of avoidance directors of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyone (1) for-profit business enterprise.

Duties. The Employee willExcept as otherwise set forth in this Section 3(a) or as set forth on Exhibit A, during Executive (i) shall devote substantially all of Executive’s business time, attention and energies to the Initial Term business and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with affairs of the Employee's position as a Manager Company, shall use Executive’s best efforts to advance the interests of the Company, and as shall perform Executive’s duties diligently and to the Managers best of Executive’s ability, in compliance with the Company Company’s policies and procedures and the laws and regulations that apply to the Company’s business; and (ii) shall direct. In performing not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that will interfere with the assigned dutiesperformance by Executive of Executive’s duties hereunder or Executive’s availability to perform such duties or that Executive knows, or should reasonably know, will adversely affect, or negatively reflect upon, the Employee shall do and perform all acts in Company. With the ordinary course advance written consent of the Company's ’s Board of Directors (the “Board”), Executive may serve as a director of, or on the advisory committee of, other pharmaceutical and life science companies. Approval for any such business (with such limits activity shall not be unreasonably withheld by the Board, so long as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to activity is not competitive with the business of the Company and to does not interfere with the promotion performance of Executive’s duties hereunder. Notwithstanding the Company's best interests. The Company understands foregoing, nothing herein shall preclude Executive from (i) engaging in charitable activities and recognizes community affairs, and (ii) managing Executive’s personal and family investments and affairs; provided, however, that the Employee may have other business activities which take a portion of Employee's time devoted set out in clauses (i) and (ii) shall be limited by Executive so as not to business matters. Accordinglyinterfere, Employee is required to expend on behalf of individually or in the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Furtheraggregate, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business performance of the Company, Executive’s duties and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyresponsibilities hereunder.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully During the Term, Employee agrees to serve Employer as its Vice President and diligently do Chief Operations Officer, and perform 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 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 reasonable acts and duties and furnish such reasonable services as shall be consistent with the duties Employee is to perform for Employer and with Employee's position as a Manager of the Company, ’s stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and“Services.” (b) Devote During the Employee's energies Term, Employee will devote his full business time and skills attention to, and use his good faith efforts to advance, the business and welfare of the Company and to the promotion of the Company's best interests. The Company understands and recognizes Employer; provided that the Employee may have other business activities which take a portion of foregoing shall not restrict Employee's time devoted ’s rights to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in passive investment activities, to serve on the boards of directors of other business ventures entities (so long as such activities are not violative of every nature and descriptionSection 4 below), independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly engage in civic, charitable and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyother similar activities.

Duties. (a) The Employee willshall perform the following duties in connection with his employment, during all of which shall be subject to the Initial Term and each Renewal Termparamount directions of the Board of Directors: (ai) Faithfully To serve as "President" and diligently do to be the "Chief Executive Officer" of the Company; and (ii) To assist the Company in its business affairs and perform all scientific dealings relating to the development, testing, registration, manufacturing, licensing, marketing, and selling of pharmaceutical products, as well as in the Company's dealings with other companies, its regulatory affairs, banking and other financial institutions and other groups and institutions; and (iii) To undertake such reasonable acts and duties and furnish such reasonable services specific assignments, consistent with his office and position, as may be given to him from time to time by the Employee's position Board of Directors; and (iv) To continue to serve as a Manager director of the Company, and then as, if and when so re-elected to continue to serve as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business director of the Company, and also if so elected, to serve as a director of any subsidiary or affiliate of the Company Company. (b) Employee shall not have any right in or to any such independent ventures or devote his best efforts and skills to the income or profits derived therefrom. For the purpose affairs of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, and to the performance of the duties set forth in this Article 5, on a substantially full-time basis. The Employee shall not participate in any claims based on any such activities outside business activity that will either (i) interfere with, or conflicts (ii) be a conflict of interest with the performance of the Employee's duties, activities and employment pursuant to this Agreement. The foregoing notwithstanding, the Employee has disclosed to the Company his other outside business interests ("Outside Business Interests") which are hereby expressly waived by listed on Schedule "1" hereto and the CompanyCompany with this full knowledge has consented to the Employee's continuance thereof. Moreover, the Company agrees to permit the Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be disclosed and are added to Schedule "1" prior to their being commenced. The Employee may also invest his assets and devote such reasonable time as is necessary to do so, so as to manage, protect and support the profitability of those invested assets.

Duties. The Employee will, during the Initial Term is engaged hereunder as Senior Vice President and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers Chief Financial Officer of the Company shall direct. In performing and he agrees to perform the assigned dutiesduties and services incident to that position, or such other or further duties and services of a similar nature as may reasonably be required of him by the Employee shall do and perform all acts in the ordinary course Board of the Company's business (with such limits as the Managers Directors of the Company may prescribe necessary and conducive or the Board's designee. Employee shall at all times be subject to the Company's best interests); and (b) Devote supervision of the Employee's energies President and skills to the business CEO of the Company and of such other persons as the President may designate. The Employee shall devote his full business time, attention, energies and best efforts to the performance of his duties hereunder and to the promotion of the Company's best interestsbusiness and interests of the Company and of any corporate subsidiaries or affiliated companies. The foregoing shall not be construed, however, as preventing the Employee from investing his assets in such form or manner as will not require services on the part of the Employee in the operations of the business in which such investment is made and provided such business is not in competition with the Company understands or, if in competition, such business has a class of securities registered under the Securities Exchange Act of 1934 and the interest of Employee therein is solely that of an investor owning not more than 3% of any class of the outstanding equity securities of such business. The Employee recognizes that he may be required by the Employee may have other business activities which take Company to travel outside of the New York metropolitan area in order to perform a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine services to be appropriate rendered hereunder, but the nature or extent of such travelling shall not be such as to make it reasonably necessary for the proper conduct of Company affairs. Further, it is acknowledged that Employee to relocate his permanent residence from the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyNew York metropolitan area.

Duties. The Employee willExecutive shall serve as the Company's Vice President Taxes and General Counsel and Secretary, during and as such, will serve as the Initial Term chief in-house legal advisor and each Renewal Term: counsel to the Company and counsel and advise management on the legal and tax implications of Company activities and on plans and proposed activities, coordinate all legal work at the Company and its divisions and subsidiaries, and supervise the tax compliance and planning functions and also undertake all activities required or deemed customary for a corporate secretary. The Executive shall perform his duties hereunder at the Company's facilities located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ (athe "Employment Site") Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent shall be available to travel, as may be required in connection with the Employee's position performance of his duties hereunder. In no event will the Executive be required to undertake any duties or perform any tasks which are inconsistent with his status in the Company. During the Employment Term, the Executive shall devote substantially all of his business time, attention, skill and efforts to the performance of his duties hereunder; provided, however, that the Executive may serve as a Manager director of other corporations, if such service does not conflict in any material respect with his duties hereunder or his fiduciary duty to the Company, and as provided the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of Executive has prior written approval from the Company's business (with . Nothing herein shall prevent the Executive from managing his personal investments and participating in charitable and civic endeavors, so long as such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete do not materially interfere with the business Executive's performance of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyhis duties hereunder.

Duties. The A) During the term of his employment hereunder, Employee willagrees to serve as President and Chief Executive Officer of the Bank and be primarily responsible for the direct management of the institution's resources toward the achievement of strategic and financial objectives in a manner which is consistent with Board philosophy and policy, during and with various regulatory requirements; communicating with the Initial Term Board on all decisions affecting the institution that must be made at Board level; may provide direct management to key functions as appropriate; represents the institution in the community and each Renewal Term: (a) Faithfully in industry-related activities or in such other executive capacity with duties and diligently do and responsibilities of a similar nature, as those initially undertaken by him, as the Board of Directors may from time to time determine. Employee also agrees to perform all such reasonable acts other services and duties and furnish such reasonable services consistent with the Employee's position office or offices in which he is serving and its responsibilities as may from time to time be prescribed by the Board of Directors. B) Employee shall also serve as a Manager Director of the CompanyBank, or elected, and as the Managers an officer of the Company shall direct. In performing the assigned duties, the Bank. C) Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's devote his full time, energies and skills 3 - 40 - attention, during normal business hours (excluding vacation) to the business and affairs of the Company and Bank. D) Employee agrees to cooperate with the Bank including taking such reasonable medical examinations, as may be necessary, in the event the Bank shall desire or be required to obtain life insurance insuring Employee's life. E) Employee shall, except as otherwise provided herein, be subject to the promotion of the CompanyBank's best interests. The Company understands rules, practices and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or policies applicable to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyBank's Executive Employees.

Duties. During the term of this Agreement, Employee will be employed by the Company to serve as Chief Operating Officer. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all will devote such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager amount of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive time to the Company's best interests); and (b) Devote the Employee's energies and skills to conduct of the business of the Company and as may be reasonably required to effectively discharge Employee’s duties under this Agreement and, subject to the promotion supervision and direction of the Company's best interests. The Company understands ’s Board of Directors (the “Board”), will perform those duties and recognizes have such authority and powers as are customarily associated with the offices of a Chief Operating Officer of a Public company engaged in a business that the Employee may have other business activities which take a portion of Employee's time devoted is similar to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, including (without limitation) (a) the authority to direct and manage the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose day-to-day financial operations and affairs of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest (b) the authority to hire and discharge employees of the Employee are hereby expressly waived Company, and (c) all other authority and powers exercised by the Employee prior to the Effective Date as Chief Operating Officer; provided, however, that Employee will not be required to perform services for any affiliate of the Company and will not be required to accept any other offices with the Company without Employee’s consent. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company’s principal place of business in Cape Coral, Florida: provided, however, that Company will, from time to time, require Employee to travel temporarily to other locations on the Company’s business necessary to fulfill his obligations as Chief Operating Officer of the Company. Notwithstanding the foregoing, nothing in this Agreement is to be construed as prohibiting Employee from continuing to serve as a director, officer or member of various professional, charitable and civic organizations in the same manner as immediately prior to the execution of this Agreement.

Duties. The In his capacity as President and Chief Executive Officer of Company, Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and shall perform all such reasonable acts and executive duties and furnish such reasonable services consistent commensurate with the Employee's position as of president and chief executive officer of a Manager public company of the size and scope of Company or as otherwise specified in the Bylaws of Company, and such other reasonable executive duties as the Managers Board of Directors of Company (the “Board”) may from time to time reasonably prescribe with the concurrence of Employee. Employee shall report directly and solely to the Chairman of the Company shall directBoard and collectively to the Board. In performing It is the assigned duties, intention of the parties hereto that Employee shall do serve on the Board during the Employment Term. Except as otherwise provided herein, except as may otherwise be approved by the Board, and perform except during vacation periods and reasonable periods due to sickness, personal injury or other disability, Employee agrees to devote substantially all acts in of his available time to the ordinary course performance of his duties to Company hereunder, provided that nothing contained herein shall preclude Employee from (i) serving on the board of directors of one for profit organization with the written consent of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes Board, provided that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall he many not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based serve on any such activities or conflicts of interest board during the first year of the Employment Term, (ii) serving on the board of, or working for, any charitable or community organization and (iii) pursuing his personal financial and legal affairs, so long as such activities do not materially interfere with the performance of Employee’s duties hereunder. Notwithstanding clause (i) in the previous sentence, Employee are hereby expressly waived by shall 4925-8494-4775 immediately notify the CompanyBoard in the event that any of the activities set forth in the immediately previous sentence materially interfere with the performance of Employee’s duties hereunder.

Duties. The (a) Employee willshall perform the following duties in connection with his employment, during all of which shall be subject to the Initial Term and each Renewal Termparamount directions of the Board of Directors: (ai) Faithfully To serve as "Senior Vice President" and diligently do to be the "Chief Operating Officer" of the Company; and (ii) To assist the Company in its business affairs, as well as in the Company's dealings with other companies, its regulatory affairs, banking and perform all other financial institutions and other groups and institutions; and (iii) To undertake such reasonable acts and duties and furnish such reasonable services specific assignments, consistent with his office and position, as may be given to him from time to time by the Employee's position Board of Directors or the Chief Executive Officer; and (iv) To continue to serve as a Manager director of the Company, and then as, if and when re-elected, to continue to serve as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business director of the Company, and also if so elected, to serve as a director of any subsidiary or affiliate of the Company Company. (b) Employee shall not have any right in or to any such independent ventures or devote his best efforts and skills to the income or profits derived therefrom. For the purpose affairs of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, and to the performance of the duties set forth in this Article 5 on a full-time basis. Employee shall not participate in any claims based on any such activities "outside business" activity that will either (i) interfere with, or conflicts (ii) be a conflict of interest with the performance of Employee's duties, activities and employment pursuant to this Agreement. The foregoing notwithstanding, Employee 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 Employee's continuance thereof. Moreover, the Company agrees to permit Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be disclosed and are hereby expressly waived 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. Employee may also invest his assets and manage, protect and support the profitability of such assets, as well as devote such reasonable time as is required by such Outside Business Interests, subject to the Companylimitations set forth in this Section 5(b).

Duties. (a) The Employee willshall perform the following duties in connection with his employment, during all of which shall be subject to the Initial Term and each Renewal Termparamount directions of the Board of Directors: (ai) Faithfully To serve as "Vice -Chairman" and diligently do to be the "Chief Operating Officer" of the Company; and (ii) To assist the Company in its business affairs and perform all scientific dealings relating to the development, testing, registration, manufacturing, licensing, marketing, and selling of pharmaceutical products, as well as in the Company's dealings with other companies, its regulatory affairs, banking and other financial institutions and other groups and institutions; and (iii) To undertake such reasonable acts and duties and furnish such reasonable services specific assignments, consistent with his office and position, as may be given to him from time to time by the Employee's position Board of Directors; and (iv) To continue to serve as a Manager director of the Company, and then as, if and when so re-elected to continue to serve as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business director of the Company, and also if so elected, to serve as a director of any subsidiary or affiliate of the Company Company. (b) Employee shall not have any right in or to any such independent ventures or devote his best efforts and skills to the income or profits derived therefrom. For the purpose affairs of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, and to the performance of the duties set forth in this Article 5, on a substantially full-time basis. The Employee shall not participate in any claims based on any such activities outside business activity that will either (i) interfere with, or conflicts (ii) be a conflict of interest with the performance of the Employee's duties, activities and employment pursuant to this Agreement. The foregoing notwithstanding, the Employee has disclosed to the Company his other outside business interests ("Outside Business Interests") which are hereby expressly waived by listed on Schedule "1" hereto and the CompanyCompany with this full knowledge has consented to the Employee's continuance thereof. Moreover, the Company agrees to permit the Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be disclosed and are added to Schedule "1" prior to their being commenced. The Employee may also invest his assets and devote such reasonable time as is necessary to do so, so as to manage, protect and support the profitability of those invested assets.

Duties. (a) The Employee willshall perform the following duties in connection with his employment, during all of which shall be subject to the Initial Term and each Renewal Termparamount directions of the Board of Directors: (ai) Faithfully To serve as "President" of the Company; and (ii) To assist the Company in its business affairs and diligently do scientific dealings relating to the development, testing, registration, manufacturing, licensing, marketing, and perform all selling of pharmaceutical products, as well as in the Company's dealings with other companies, its regulatory affairs, banking and other financial institutions and other groups and institutions; and (iii) To undertake such reasonable acts and duties and furnish such reasonable services specific assignments, consistent with his office and position, as may be given to him from time to time by the Employee's position Board of Directors; and (iv) To continue to serve as a Manager director of the Company, and then as, if and when so re-elected to continue to serve as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business director of the Company, and also if so elected, to serve as a director of any subsidiary or affiliate of the Company Company. (b) Employee shall not have any right in or to any such independent ventures or devote his best efforts and skills to the income or profits derived therefrom. For the purpose affairs of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, and to the performance of the duties set forth in this Article 5, on a substantially full-time basis. The Employee shall not participate in any claims based on any such activities outside business activity that will either (i) interfere with, or conflicts (ii) be a conflict of interest with the performance of the Employee's duties, activities and employment pursuant to this Agreement. The foregoing notwithstanding, the Employee has disclosed to the Company his other outside business interests ("Outside Business Interests") which are hereby expressly waived by listed on Schedule "1" hereto and the CompanyCompany with this full knowledge has consented to the Employee's continuance thereof. Moreover, the Company agrees to permit the Employee to involve himself in other similar Outside Business Interests, on condition that they similarly be disclosed and are added to Schedule "1" prior to their being commenced. The Employee may also invest his assets and devote such reasonable time as is necessary to do so, so as to manage, protect and support the profitability of those invested assets.

Duties. The Employee will, during Executive’s services hereunder shall be provided on the Initial Term basis of the following terms and each Renewal Termconditions: (a) Faithfully reporting to the Company’s CEO as the Executive Supervisor and to the Company’s and Parent’s Board of Directors (the “Board”); (b) the Executive shall be responsible for the financial reporting and controls of the Company and Parent, all subject to any applicable law and to instructions provided by the Board from time to time; (c) the Executive shall faithfully, honestly and diligently do serve the Company and perform all such reasonable acts the Parent and duties and furnish such reasonable services consistent cooperate with the Employee's position Company and the Parent and utilize his professional skills and care to ensure that all services rendered hereunder are to the satisfaction of the Company and the Parent, acting reasonably, and the Executive shall provide any other services not specifically mentioned herein, but which by reason of the Executive’s capability the Executive knows or ought to know to be necessary to ensure that the best interests of the Company and the Parent are maintained; (d) the Executive shall assume, obey, implement and execute such vduties, directions, responsibilities, procedures, policies and lawful orders as a Manager may be determined or given from time to time by the Board, and/or CEO; and (e) the Executive shall report the results of his duties hereunder to the CEO and/or the Board as it may request from time to time. (f) The Executive shall not, without the prior written authorization of the Company, directly or indirectly undertake any other employment, whether as an employee of another employer or independently as an agent, consultant, director or in any other manner (whether for compensation or otherwise), and as the Managers shall not assume any position or render services in any of the above-stated manners to any other entity or person. (g) The Executive undertakes to fulfill the responsibilities described in this Agreement and assist the Company, its affiliates, subsidiaries, related corporations and parent company now or hereafter existing (collectively, “Affiliates”) and to make himself available to them, during the employment period and even after the termination of his employment relations with the Company, for any reason, in any matter which the Company may reasonably request his assistance, including for the purpose of providing any information relating to his work or actions taken by him and including in the framework of disputes (including legal or quasi-legal proceedings). If the Company requires the Executive’s services after the termination of the employment relations with him, for any reason, it shall directreimburse the Executive for his expenses in connection with performing the provisions of this Section. (h) The Executive shall not receive any payment and/or benefit from any third party, directly or indirectly, in connection with his employment with the Company. In performing the assigned dutiesevent the Executive breaches this Sub-section, the Employee shall do and perform all acts in the ordinary course without derogating from any of the Company's business (with ’s right by law or contract, such limits as benefit or payment shall become the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business sole property of the Company and the Company may set-of such amount from any sums due to the promotion Executive. (i) The Executive acknowledges that the Company is committed to the restrictions as mentioned in the Prevention of Sexual Harassment Law, 1998, and that sexual harassment is a severe disciplinary offence. (j) The Executive undertakes not to make improper use of computer, computer devices, internet and/or e-mails, including (but not limited to) use of illegal software or the receipt and/or transfer of pornographic material, and/or any other material that is not connected with his work and may be harmful to the Company's best interests, other employees or any other third party, as further detailed in the Company’s policy as may be amended from time. The Company understands current policy is attached hereto as ▇▇▇▇▇ ▇. (k) The Executive acknowledges and recognizes agrees that personal information related to his and the Employee may have other business activities which take a portion Executive’s terms of Employee's time devoted to business matters. Accordinglyemployment at the Company, Employee is required to expend on behalf of as shall be received and held by the Company only such efforts as the Managers of the Company shall determine to will be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature held and description, independently or with others, some of which may compete with the business of managed by the Company, and that the Company shall not have any right be entitled to transfer such information to third parties, in Israel or to any such independent ventures or abroad. The information will be collected, retained, used, and transferred for legitimate business purposes and to the income or profits derived therefrom. For the purpose reasonable and necessary scope only, including: human resources management, business management and customer relations, assessment of avoidance of costly potential transactions and prolonged litigation which may result in undue damage relating to the Employee such transactions, compliance with law and the Companyother requests and requirements from government authorities and audit, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companycompliance checks and internal investigations.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully During the Term, Employee agrees to serve Employer as its President, Chief Executive Officer and diligently do Chairman of its Board of Directors (the "Board"), reporting to the Board, and perform in such other executive capacities as may be requested from time to time 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 serve, if elected, as a member of the Board, and shall render similar such reasonable acts and duties and furnish 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 reasonable services as shall be consistent with the duties Employee is to perform for Employer and with Employee's position as a Manager of the Company, stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and"Services." (b) Devote During the Term, Employee will devote his full business time and attention to, and use his good faith efforts to advance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee's energies and skills rights to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in passive investment activities, to serve on the boards of directors of other business ventures entities (so long as such activities are not violative of every nature and descriptionSection 4 below), independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly engage in civic and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyother similar activities.

Duties. The Employee will, during During the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned dutiesEmployment, the Employee shall do serve as the Company’s Chief Operating Officer and Executive Vice President, and shall perform all acts in such duties, functions and responsibilities as are customarily associated with and incident to the ordinary course position of Chief Operating Officer and Executive Vice President and as the Company may, from time to time, require of him, including, but not limited to, the performance of such functions and duties for the Company, Avatar Holdings Inc., a Delaware corporation and the parent corporation of the Company (“Avatar”), or any of their subsidiaries or affiliates (the foregoing entities being referred to herein collectively as the “Avatar Entities” and each as an “Avatar Entity”) as the Company may require, subject to the direction of the Company's business (with ’s Board of Directors. The Employee 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. Unless prevented by sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy and skills, during normal working hours, and at such limits other times as the Managers Employee’s duties may reasonably require, to the duties of the Employee’s employment. The principal place of employment of the Employee shall be the current principal executive offices of the Company may prescribe and/or such other location within fifty (50) miles of Company’s current principal place of business as shall be necessary and conducive for the Employee to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interestsdischarge his duties hereunder. The Company understands and recognizes Employee acknowledges that in the Employee course of his employment he may have other business activities which take a portion of Employee's be required, from time devoted to business matters. Accordinglytime, Employee is required to expend travel on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. FurtherCompany; provided, it is acknowledged however, that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or be required to any such independent ventures or to the income or profits derived therefrom. For the purpose spend more than 25% of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based his business time (determined on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyan annual basis) on overnight travel.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully The Employee shall perform the duties and diligently do functions customarily incident to the position of President, Assistant Secretary and perform all Co-Chairman of the Board of a corporation, and such reasonable acts other duties incidental thereto and consistent therewith as may, from time to time be assigned to him by the Board of Directors. As the President of the Employer the Employee shall, subject to the directives of the Board of Directors, have such powers and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers Board of Directors of the Company shall direct. In performing the assigned duties, assign or vest in him at any time and from time to time; it being understood that the Employee shall do exercise such powers and perform all acts in such duties commensurate with such position and consistent with the ordinary course powers and duties normally associated with such position and title at comparable publicly-held companies, including, but not limited to, the power to execute checks on behalf of the Company's business (with such limits as Employer and its Subsidiaries provided, however, that the Managers powers and duties of the Company may prescribe necessary and conducive to the Company's best interests); andEmployee hereunder or (b) Devote The Employee's services hereunder may be rendered at the Employer's principal executive offices in New Jersey, the offices of the Employer's Subsidiaries in Florida or such other place as the parties may agree to at any time and from time to time or such other location as the Employee shall be fully capable of performing his duties and obligations hereunder. It is understood and agreed, however, that during the term the Employee's energies and skills duties may require reasonable periods of travel from time to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee Employer may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyreasonably request.

Duties. The Employee's duties hereunder shall be those which shall be ------ prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Chairman of the Board, President and Chief Executive Officer of a company comparable to the Company. The Employee willwill hold, during in addition to the Initial Term office of Chairman of the Board, President and each Renewal Term: (a) Faithfully Chief Executive Officer of the Company, such other executive offices in the Company and diligently do its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and perform all will discharge such reasonable acts and executive duties and furnish such reasonable services consistent with in connection therewith. During the employment period, the Employee's position as a Manager (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Company, and as the Managers of the Company shall directEffective Date. In performing the assigned duties, the The Employee shall do devote his full working time, energy and perform all acts in the ordinary course of the Company's business skill (with such limits as the Managers of the Company may prescribe necessary reasonable absences for vacations and conducive to the Company's best interestsillness excepted); and (b) Devote the Employee's energies and skills , to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the promotion contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyduties hereunder.

Duties. The Employee willExecutive’s duties shall include those duties that are consistent with his position as President and Chief Executive Officer of the Company as well as those reasonably assigned to him from time to time, during in good faith, by the Initial Term Board. The Executive shall (i) devote his working hours, on a full-time basis, to his duties under this Agreement; (ii) faithfully, industriously and each Renewal Term: loyally serve the Company; (aiii) Faithfully comply in all material respects with the lawful and diligently do reasonable directions and perform instructions given to him by the Board; (iv) use his reasonable best efforts to promote and serve the interests of the Company; and (v) assist the Board with succession planning. The Executive shall comply in all such reasonable acts material respects with all applicable laws, rules and regulations relating to the performance of the Executive’s duties and furnish such reasonable services consistent with responsibilities hereunder. The Executive agrees to serve, if elected, as (i) a member of the Employee's position as a Manager Board and on any of the boards of directors or similar governing bodies of any subsidiary or affiliate of the Company, and (ii) as the Managers an officer of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in any subsidiary or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business affiliate of the Company, and without any additional compensation while he is employed by the Company. Upon termination of the Executive's employment by the Company shall not have for any right in or reason, the Executive agrees to any such independent ventures or to resign, co-terminously with the income or profits derived therefrom. For the purpose termination of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and his employment with the Company, from the Board and any claims based on other position as a member of the board of directors or other governing body or as an officer of any such activities subsidiary or conflicts of interest affiliate of the Employee are hereby expressly waived Company. Termination of employment shall constitute immediate notice of resignation to the Board without any further action required by the CompanyExecutive, and such notice and resignation may not be altered, delayed or revoked without the approval of the Board.

Duties. The (i) During Employee's employment, Employee will, during the Initial Term shall serve as President and each Renewal Term: (a) Faithfully Chief Operating Officer of Onvia and diligently do and shall perform all such reasonable acts and duties and furnish functions as the Chief Executive Officer and the Board of Directors of Onvia shall reasonably determine from time to time; and in performance of Employee's duties, Employee shall comply with all directions given by such reasonable services officer to the best of Employee's abilities and in a manner consistent with the ethical and legal performance of such duties. If Employee is designated as Chief Executive Officer of Onvia, Employee shall serve as Chief Executive Officer of Onvia and shall perform such duties and functions as the Board of Directors of Onvia shall reasonably determine from time to time; and in performance of Employee's position as duties, Employee shall comply with all directions given by the Board of Directors to the best of Employee's abilities and in a Manager manner consistent with the ethical and legal performance of such duties. (ii) Employee agrees to serve Onvia faithfully and to the Companybest of Employee's ability, and as to devote the Managers substantial majority of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies working time, attention and skills efforts to the business and affairs of the Company Onvia. Employee represents and warrants to the promotion of the Company's best interests. The Company understands and recognizes Onvia that the Employee may have other business activities which take a portion of he is under no contractual commitments inconsistent with Employee's time devoted obligations set forth in this Agreement. Employee and Onvia acknowledge and agree that Employee, upon notice to business matters. AccordinglyOnvia, Employee is required to expend may serve on behalf of other entities as a board member, advisor, etc. so long as it does not, in the Company only such efforts as the Managers good faith discretion of the Company shall determine to be appropriate for the proper conduct of Company affairs. FurtherOnvia, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature materially conflict with Employee's duties and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyobligations under this Agreement.

Duties. The A. Employee will, shall serve during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position course of his employment as a Manager Vice President of Operations of the Company, shall supervise the Research and Development, the Manufacturing, and the Quality Control and Quality Assurance Departments, and shall have such other duties and responsibilities as the Managers Chief Executive Officer of the Company shall directdetermine from time to time. In performing Employee agrees to observe and comply with the assigned duties, the Employee shall do rules and perform all acts in the ordinary course of the Company's business (with such limits as the Managers regulations of the Company may prescribe necessary and conducive to as adopted by the Company's best interests); and Board of Directors of the Company (bthe "Board") Devote respecting the performance of Employee's energies duties and skills agrees to carry out and perform orders, directions and policies of the Company and its Board as they may be, from time to time, stated either orally or in writing. Employee shall have such corporate power and authority as shall reasonably be required to enable Employee to perform the duties required in any office that may be held. B. Employee agrees to devote all of his time, energy and ability to the business of the Company Company. Employer shall use his best efforts and abilities to the promotion of promote the Company's best interests. The Company understands interests and recognizes that shall perform the Employee may have other business activities which take a portion services contemplated by this Agreement in accordance with policies established by and under the direction of Employee's time devoted to business matters. Accordinglythe Board. C. Without the prior express written authorization of the CEO, or Board, Employee is required shall not, directly or indirectly, during the term of this Agreement: (a) render services to expend on behalf any other person or firm for compensation or (b) engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner, officer, director, employee or significant investor of or in any other entity. (An investment of greater than 5% of the outstanding capital or equity securities of an entity shall be deemed significant for these purposes.) D. Employee represents to the Company that, except for activities disclosed in Exhibit B attached hereto, Employee has no other outstanding commitments inconsistent with any of the terms of this Agreement or the services to be rendered hereunder. E. For the term of this Agreement, Employee shall report to the Chief Executive Officer of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyhis designee.

Duties. The Employee willshall be employed as Executive Vice President - Sales and Strategic Alliances, during of the Initial Term Company, shall perform such duties as are specified in the By-laws of each of the Company or such other duties as the President of the Company shall from time to time determine and each Renewal Term: (a) Faithfully shall also perform and diligently do and perform all discharge such reasonable acts and other employment duties and furnish such reasonable services consistent with responsibilities as the Employee's position as a Manager President of the Company may from time to time prescribe. The Employee shall report to the President of the Company, and shall perform his duties at such places and times as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers President of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote reasonably prescribe, provided that the Employee's energies and skills to principal office location during the business term of the Company and to Agreement shall be in the promotion of New York City Metropolitan area. Except as may otherwise be approved in advance by the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business President of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote substantially all of his working time throughout the Employment Term to the services required of him hereunder. The Employee shall render his services exclusively to the Company during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of his position, provided however, that the Employee may also serve as a consulting advisor on the advisory boards or Board of Directors of certain companies if serving in such capacity such does not have any right in interfere with the services to be provided by the Employee hereunder during the Employment Term or to any the terms of this Agreement and provided that such independent ventures or activities shall be subject to the income or profits derived therefromrestrictions set forth in Section 10 below. For the purpose of avoidance of costly The Company and prolonged litigation which may result in undue damage to the Employee and acknowledge that it is their present intention the Employee shall have the opportunity to meet with the President of the Company, any claims based on any such activities or conflicts a semi-annual basis at a time to be mutually agreed, to ascertain and evaluate the achievement of interest of the Employee are hereby expressly waived certain performance objectives by the CompanyEmployee.

Duties. (1) The Employee willExecutive shall use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests. (2) The Executive shall diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the CEO. The CEO may also suspend all or any of the Executive's duties and powers for such periods and on such terms as he considers expedient (including a term that the Executive shall not attend at the Company's premises). (3) The Executive shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all proper instructions of the CEO. (4) The Executive shall have the power and the authority to act in accordance with the instructions of and within the limits prescribed by the CEO. (5) The Executive shall comply with all codes of conduct from time to time adopted by the Company and with all applicable rules and regulations of the London Stock Exchange including (without limitation) the model code on directors' dealings in securities. (6) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO) devote the whole of his time during normal business hours to the duties of the Employment and such additional time as is necessary for the proper fulfilment of those duties. (7) The Executive's salary shall be inclusive of any fees receivable by him as a director of any Group Company and if the Executive receives any such fees in addition to his salary he shall pay them to the Company. (8) The Executive shall not accept any appointment to any office in relation to any body whether corporate or not, during the Initial Term and each Renewal Term(other than a Group Company) or directly or indirectly be interested in any manner to any other business except: (a) Faithfully as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognized Investment Exchange and diligently do if the Executive (together with his spouse, children, parents and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager parents' issue) neither holds nor is beneficially interested in more than five per cent of the Company, and as the Managers securities of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests)that class; andor (b) Devote with the Employee's energies and skills to the business consent in writing of the Company and which may be given subject to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities any terms or conditions which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyrequires.

Duties. The Employee willCompanies hereby agree to continue to employ Executive, and Executive hereby accepts such continued employment, as the Executive Vice President and General Counsel of ICH and agrees to serve as member of the ICH Board and as Executive Vice President and General Counsel and member of the Board of Directors of each of the other Companies. In his role as Executive Vice President and General Counsel of ICH and the other Companies, Executive shall be responsible for such duties and functions as may be directed from time to time by ICH's Chief Executive Officer and each other respective Chief Executive Officer, provided, that such duties and functions are reasonable and customary for an Executive Vice President and General Counsel. Executive agrees that he shall, during the Initial Term term of this Agreement, except during reasonable vacation periods, periods of illness and the like, devote substantially all his business time, attention and ability to his duties and responsibilities hereunder; PROVIDED, HOWEVER, that nothing contained herein shall be construed to prohibit or restrict Executive from (i) serving as a director of any corporation, with or without compensation therefor; (ii) serving in various capacities in community, civic, religious or charitable organizations or trade associations or leagues; or (iii) attending to personal business; PROVIDED, HOWEVER, that no such service or activity permitted in this Section 1(a) shall materially interfere with the performance by Executive of his duties hereunder. Executive shall report directly to ICH's Chief Executive Officer and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyrespective Chief Executive Officer.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position The Executive agrees to serve as a Manager of the CompanyExecutive Vice President, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Chief Financial Officer of the Company, and the Company Company’s Parent during the Term. In such capacities, the Executive shall not have any right in or the responsibilities and duties customary for such offices and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer that are consistent with the Executive’s positions. The Executive agrees to any such independent ventures or devote substantially all his business time, attention, and services to the income or profits derived therefrom. For the purpose business and affairs of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts the Company’s Parent, and their affiliates and to perform his duties to the best of interest his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Employee are hereby expressly waived Company’s Parent’s (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company’s Parent and the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior written consent so long as (a) such directorships do not interfere with the Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company and the Executive do not agree in writing to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement only until the expiration of the then-current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions hereof as he shall be assigned by the Chief Executive Officer.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager As of the CompanyEffective Date, the Executive shall serve the Company and BJ’s Wholesale Club Holdings, Inc. as Chief Executive Officer to serve in such capacity or other capacities consistent therewith, as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business most senior executive officer of the Company and BJ’s Wholesale Club Holdings, Inc., as designated by the Board of Directors of BJ’s Wholesale Club Holdings, Inc. (the “Board of Directors”) from time to time. During the term of this Agreement, the Executive shall serve the Company faithfully, diligently and to the promotion best of his/her ability and shall devote substantially all of his/her business time, energy and skill to the affairs of the Company's best interestsCompany as necessary to perform the duties of his/her position, and he/she shall not assume a position in any other business without the express written permission of the Board of Directors; provided that the Executive may upon disclosure to the Board of Directors: (i) serve as a member of not more than one for-profit board of directors so long as the Executive receives prior written permission from the Board of Directors (it being acknowledged that the Executive has received such permission to serve on the board of directors of PDC Brands), (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the Executive’s duties to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company understands shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Board of Directors believes, in its sole and recognizes exclusive discretion, that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend being spent on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities infringes upon, or conflicts of interest of is incompatible with, the Employee are hereby expressly waived by Executive’s ability to perform the Companyduties under this Agreement.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and Executive's principal employment duties and furnish such reasonable services consistent with responsibilities shall be those duties and responsibilities customary for the Employee's position as a Manager positions of President, Chairman and Chief Executive Officer of the Company, Company and such other executive duties and responsibilities as the Managers Company's Board of Trustees (the "Board") shall from time to time reasonably assign to the Executive. The Executive shall be responsible for and have authority over the day-to-day operational management of the Company and such responsibilities with respect to the Partnership as may be agreed to by the parties from time to time. The Executive shall report directly to the Board. All other officers of the Company shall direct. In performing report to the assigned duties, Executive or such person(s) as the Employee Executive may designate from time to time. (i) The Executive shall do and perform all acts in have the ordinary course right to nominate a certain number of non-independent members of the Company's business (with such limits as the Managers Board of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion Trustees based upon his ownership percentage of the Company's best interestsCommon Shares on a fully diluted basis assuming the conversion of all outstanding Partnership units into Company Common Shares. The Company understands and recognizes that If the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf Executive owns at least 20% of the outstanding Company only such efforts as Common Shares, he shall have the Managers right to nominate three (3) Trustees, including himself. If the Executive owns at least 10% but less than 20% of the outstanding Company Common Shares, he shall determine have the right to be appropriate for nominate two (2) Trustees, including himself. If the proper conduct Executive owns less than 10% of the outstanding Company affairsCommon Shares, he shall have the right to nominate himself as a Trustee. FurtherAs provided in Article III, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Section 2 of the Company's Bylaws, all nominations to the Board of Trustees, including the nomination of the Executive and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly Executive's nominees, must be submitted through and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived approved by the CompanyNominating and Corporate Governance Committee and follow the nominating process established by the committee for the nomination of Trustees and must satisfy the standards for membership on the Board of Trustees approved by that committee from time to time.

Duties. (1) The Employee willExecutive shall use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests. (2) The Executive shall diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the CEO. The CEO may also suspend all or any of the Executive's duties and powers for such periods and on such terms as he considers expedient (including a term that the Executive shall not attend at the Company's premises). (3) The Executive shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all proper instructions of the CEO. (4) The Executive shall have the power and the authority to act in accordance with the instructions of and within the limits prescribed by the CEO. (5) The Executive shall comply with all codes of conduct from time to time adopted by the Company and with all applicable rules and regulations of the London Stock Exchange including (without limitation) the model code on directors' dealings in securities. (6) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO) devote the whole of his time during normal business hours to the duties of the Employment and such additional time as is necessary for the proper fulfilment of those duties. (7) The Executive's salary shall be inclusive of any fees receivable by him as a director of any Group Company and if the Executive receives any such fees in addition to his salary he shall pay them to the Company. (8) The Executive shall not accept any appointment to any office in relation to any body whether corporate or not, during the Initial Term and each Renewal Term(other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) Faithfully as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognized Investment Exchange and diligently do if the Executive (together with his spouse, children, parents and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager parents issue) neither holds nor is beneficially interested in more than five per cent. of the Company, and as the Managers securities of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests)that class; andor (b) Devote with the Employee's energies and skills to the business consent in writing of the Company and which may be given subject to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities any terms or conditions which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyrequires.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully The Executive shall be employed as the President and diligently do Chief Executive Officer of the Company, shall faithfully and competently perform all such reasonable acts duties as are specified in the by-laws of the Company and shall also perform and discharge such other executive employment duties and furnish such reasonable services responsibilities consistent with the Employee's his position as a Manager President and Chief Executive Officer as the Board of Directors of the Company may from time to time reasonably prescribe. The Executive shall perform his duties at such places and times as the Board of Directors of the Company may reasonably prescribe. Except as provided in paragraph (b) below or as may otherwise be approved in advance by the Board of Directors of the Company, and as except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, personal affairs or non-profit public service activities, the Managers Executive shall devote his full time during normal business hours throughout the Employment Term to the services required of him hereunder. The Executive shall render his business services exclusively to the Company during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company shall direct. In performing in a manner consistent with the assigned duties, the Employee shall do and perform all acts in the ordinary course duties of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andhis position. (b) Devote The parties recognize that during the Employee's energies 90-day period commencing on the date hereof, the Executive will be effecting a transition from his employment and skills to duties at his prior employer, Quorum Health Group, Inc. ("Quorum"), and that during such period he will be spending approximately an aggregate one-third of his business time on Quorum matters and the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordinglybalance on his duties hereunder, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, it being understood that the Executive will seek to concentrate the time so spent on Quorum matters in the early part of such 90-day period. The Executive represents and warrants that he has full authorization and permission from Quorum to work on this basis during such 90-day period, and that all such work will terminate at the Company shall not have any right in or to any end of such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company90-day period.

Duties. The Employee willwill serve as the Director, during Governmental Relations of the Initial Term and each Renewal Term: (a) Faithfully and diligently do and Company. In this capacity, Employee shall perform all such reasonable acts government-related responsibilities and duties and furnish such reasonable services consistent with as may be assigned to the Employee's position as a Manager Employee from time to time by the Board of Directors, Chairman of the Board, President, or Chief Executive Officer of the Company, or their designee. The Employee will devote such time, attention, skill, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills energy to the business of the Company as shall be necessary to perform the duties assigned to him under this Agreement, and will use the Employee's best efforts to promote the promotion success of the Company's business, and will cooperate fully with the Board of Directors in the advancement of the best interestsinterests of the Company. The Company understands Furthermore, the Employee shall assume and recognizes competently perform such reasonable responsibilities and duties as may be assigned to the Employee from time to time by the Board of Directors, Chairman of the Board, President, or Chief Executive Officer of the Company. To the extent that the Company shall have any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively "Related Entities"), the Employee may have other business activities which take a portion of Employee's time devoted shall perform such duties to business matters. Accordingly, Employee is required promote these entities and their respective interests to expend on behalf the same extent as the interests of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairswithout additional compensation. Further, it is acknowledged that the The Employee may engage in or possess interests in other business ventures activities, provided that in doing so he does not violate any of every nature the provisions of this Agreement (including Sections 6 and description, independently or with others, some of which may compete 7 hereof); and provided further that such other business activities do not interfere with the business performance of his duties and obligations to the CompanyCompany under this Agreement. At all times, the Employee agrees that the Employee has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company shall not have or Related Entities has or hereafter adopts with respect to its employees generally. Employee may perform his duties of employment from any right in or location he selects that is mutually agreed to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Company.

Duties. The Employee will, during III.1 During the Initial Term and each Renewal Term: (a) Faithfully and diligently do Employment Period EMPLOYEE shall serve in the Office of COO and perform all such reasonable acts and duties and furnish such reasonable appropriate executive services consistent for the COMPANY. in accordance with the Employee's position historical nature and scope of duties performed by EMPLOYEE as a Manager COO of the CompanyCOMPANY. III.2 EMPLOYEE shall be entitled to make all normal executive level management decisions of the COMPANY that involve matters within the COMPANY'S usual course of business and are duties customary for the employee in his or her capacity of COO. EMPLOYEE'S authority to manage the COMPANY shall be subject to review and direction from the Board of Directors of the company. Compensation paid to employees of the COMPANY shall be at industry standards. Bonuses, if any, for said employees shall be based on the individual employees performance and tied to a formula adopted by the COMPANY'S board of Directors. III.3 During the term of this Agreement, EMPLOYEE shall devote the majority of his time, energy, and as skill to the Managers service of the Company shall direct. In performing the assigned duties, the Employee shall do COMPANY and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's COMPANY'S interests, and shall use his best interestsefforts in the performance of his services hereunder. The Company understands EMPLOYEE agrees to abide, by all rules and recognizes that regulations established from time to time by the Employee may have Board; and all commissions, fees or other business activities which take a portion income earned and received by EMPLOYEE, if any furtherance of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, or its affiliates of from any other business or financial opportunity endeavor in which EMPLOYEE is an active participant and not a passive investor, shall be accepted by EMPLOYEE for the account of Company, and shall be remitted to the Company within three (3) days of EMPLOYEE'S receipt thereof. III.4 The services of EMPLOYEE shall not have any right be rendered in or such places and localities as the COMPANY may require from time to any time, and he shall do such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based traveling on any such activities or conflicts of interest behalf of the Employee are hereby expressly waived by COMPANY as may reasonably be required consistent with the Companyhistorical requirements of the office of the COO of the COMPANY. III.5 EMPLOYEE shall comply with all COMPANY policies for the employees; as such policies may exist from time to time.

Duties. The Employee will, during shall perform the Initial Term and each Renewal Termfollowing services for the Company: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position Employee shall serve as a Manager Chief Executive Officer of the Company, or in such other position as determined by the Board, and as the Managers of in that capacity shall work with the Company shall directto pursue the Company's plans as directed by the Board. In performing the assigned duties, the The Board agrees to recommend and support Employee shall do and perform as a Director at all acts in the ordinary course times while he is Chief Executive Officer of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and. (b) Devote Employee shall perform duties with the functions of the Chief Executive Officer of the Company, subject to the direction of the Board. (c) During the Term of this Agreement (defined below), Employee shall devote substantially all of Employee's energies and skills business time to the performance of Employee's duties under this Agreement, and substantially all of Employee's business time under this Agreement will be spent in the Company's locations on Long Island, New York, except for business trips taken on behalf of and for the business interests of the Company, unless otherwise agreed to by the Board; provided, however, that Employee may serve as a Director of up to two other entities so long as such entities are not competitive with the Company and such service would not pose a conflict for Employee or restrict his ability to carry out his duties to the promotion of Company, and so long as any such position is approved by the Company's best interestsBoard. The Company understands and recognizes that Without limiting the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordinglyforegoing, Employee is required to expend shall perform services on behalf of the Company only such efforts as for at least forty hours per week, and Employee shall be reasonably available at the Managers request of the Company shall determine at other times, including weekends and holidays, to be appropriate for meet the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature needs and description, independently or with others, some of which may compete with the business requests of the Company's operations, customers, and Board. (d) During the Company shall Term, Employee will not have engage in any right in other activities or undertake any other commitments that conflict with or take priority over Employee's responsibilities and obligations to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, its business, and its customers, including without limitation those responsibilities and obligations incurred pursuant to this Agreement. (e) During the Term, the Company will not require Employee to relocate his residence nor will the Company require that over any claims based on any such activities or conflicts material period of interest of the time Employee are hereby expressly waived by will be required to be physically present at the Company's facilities to a greater degree than was the case prior to the effective date of this Agreement.

Duties. The Employee will, during the Initial Term is engaged hereunder as Executive Vice President and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers Chief Financial Officer of the Company shall direct. In performing and he agrees to perform the assigned dutiesduties and services incident to that position, or such other or further duties and services of a similar nature as may be reasonably required of him by the Employee shall do and perform all acts in the ordinary course Board of the Company's business (with such limits as the Managers Directors of the Company may prescribe necessary and conducive or the Board's designee. Employee shall at all times be subject to the Company's best interests); and (b) Devote supervision of the Employee's energies and skills to the business Board of Directors of the Company and of such other persons as the Board may designate. The Employee shall devote his full business time, attention, energies and best efforts to the performance of his duties hereunder and to the promotion of the Company's best interestsbusiness and interests of the Company and of any corporate subsidiaries or affiliated companies. The foregoing shall not be construed, however, as preventing the Employee from investing his assets in such form or manner as will not require services on the part of the Employee in the operations of the business in which such investment is made and provided such business is not in competition with the Company understands or, if in competition, such business has a class of securities registered under the Securities Exchange Act of 1934 and the interest of Employee therein is solely that of an investor owning not more than 3% of any class of the outstanding equity securities of such business. The Employee recognizes that he will be required by the Employee may have other business activities which take Company to travel outside of the New York metropolitan area in order to perform a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine services to be appropriate rendered hereunder, but the nature or extent of such traveling shall not be such as to make it reasonably necessary for the proper conduct of Company affairs. Further, it is acknowledged that Employee to relocate his permanent residence from the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyNew York metropolitan area.

Duties. The Employee willDuring the Employment Term, during Executive shall serve as Chairman of the Initial Term Board, President and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager Chief Executive Officer of the Company, . Executive shall perform such services and duties prescribed for such positions by the Company's By-laws and as are otherwise incident to such positions and such other services and duties not inconsistent with such positions as may be determined from time to time by the Managers Board of Directors of the Company (the "Board"). Subject to the terms and conditions of this Agreement, Executive shall direct. In performing devote his full business time, attention and skills, to the assigned best of his abilities, to the performance of such services and duties, and use his best efforts to promote the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business interests of the Company and to its subsidiaries, as well as Viskase Companies, Inc. ("VCI"), of which the promotion of the Company's best interestsCompany is a wholly-owned subsidiary. The Company understands and recognizes acknowledges (i) that Executive is the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf Chairman of the Company only such efforts Board, President and Chief Executive Officer of VCI and is party to an Amended and Restated Employment dated as of March 27, 1996 with VCI (the Managers "VCI Employment Agreement") and (ii) that Executive's performance under the VCI Employment Agreement shall be deemed not to be in conflict with this Agreement. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, from managing his personal investments or, except as otherwise provided in Sections 9(b) and (c), from serving as a member of the board of directors or a trustee of other companies, associations or entities, provided, however, that such activities do not interfere in any material respect with Executive's performance of his obligations to the Company hereunder. Executive's principal place of employment shall determine to be appropriate for located in the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Companygreater Chicago metropolitan area, and the Company shall not have any right in or require Executive to any relocate from such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyarea without Executive's prior written consent.

Duties. The Employee willshall be employed as President and Chief Executive Officer of the Company, during reporting directly to the Initial Term Chairman of the Board of the Company. As President and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts 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 furnish 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, with full voting privileges, and shall serve in such reasonable services consistent with capacity for the Employee's position as a Manager Term of this Employment Contract. The Employee shall devote substantially all of his business time, attention, and energies to the Company, shall act at all times in the best interests of the Company, and shall not during the term of this Employment Contract be engaged in any other business activity, 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 preventing Employee from investing his personal assets in any form or manner that will not require any services by Employee in the Managers operation of the Company shall direct. In performing affairs of the assigned dutiesbusiness in which such investments are made; provided; however, the that Employee shall do and perform all acts not be permitted to make any investment in the ordinary course of the Company's any business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete competing with the business of the Company. Further, and notwithstanding the Company foregoing provisions, this Employment Contract shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to be construed as preventing the Employee and the Company, any claims based on any such activities or conflicts of interest from serving as a member of the Employee are hereby expressly waived board of directors of any company as long as such service has been approved by the CompanyChairman of the Board and such service does not distract the Employee from his duties hereunder.

Duties. The Employee willshall serve as Chief Executive Officer of the Employer and, during promptly following the Initial Term Effective Date, shall be appointed to serve on the Board of Directors of Employer (the “Board”). While Employee remains employed by the Employer, the Employer shall nominate the Employee for election to the Board at each annual meeting of the Employer’s shareholders at which Employee is up for re-election. The Employee shall report to the Board. The Employee agrees to be so employed by the Employer and each Renewal Term: (a) Faithfully to devote his best efforts and diligently do substantially all of his business time to advance the interests of the Employer and to perform all such reasonable acts executive, managerial, administrative and financial functions as are required to develop the Employer’s business and to perform other duties and furnish such reasonable services assigned to the Employee by the Board that are consistent with the Employee's position ’s position. Nothing set forth herein shall prohibit the Employee from engaging in personal investing activities. The Employee shall be permitted to serve on the boards of directors of other entities whose businesses are not competitive with the Employer in accordance with Employer policy; provided, however, that Employee may continue to serve on the board of directors of Respira Therapeutics, Inc. for so long as a Manager its business is not competitive with the Employer and, following the 18-month anniversary of the Company, and as the Managers of the Company shall direct. In performing the assigned dutiesEffective Date, the Employee shall do and perform all acts in the ordinary course may seek approval of the Company's Board to serve on the board of directors of one additional entity whose business (is not competitive with the Employer, such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine approval not to be appropriate for the proper conduct of Company affairs. Furtherunreasonably withheld, it is acknowledged that the Employee may engage in conditioned or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companydelayed.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully and diligently do and The Company hereby agrees to employ Executive as its Chief Executive Officer (“CEO”), reporting directly to the Company’s Board of Directors (the “Board”). Executive agrees that he will perform all such reasonable acts and lawful duties and furnish such reasonable services consistent with the Employee's position as a Manager of assigned to him by the Company, and as the Managers will serve with no additional compensation in any other office or position of the Company shall directand its Affiliates (as defined below) as reasonably determined by the Board. In performing Executive agrees that he will devote his full attention, time, and effort to the assigned duties, the Employee shall do business and perform all acts in the ordinary course of the Company's business (with such limits as the Managers affairs of the Company may prescribe necessary and conducive its Affiliates and that he makes a full commitment to the Company's business and affairs of the Company and its Affiliates except as described in subsection 2(c) below. Executive further agrees that he will use his reasonable best interests); andefforts to promote the interests of the Company and its Affiliates. Executive shall continue to serve as a member of the Board as of the Effective Date. The Company shall nominate Executive as a director for stockholder approval at each annual meeting during the term of Executive’s employment with the Company in which his term as a director is due to expire so long as Executive remains its CEO. (b) Devote Executive will perform his duties diligently and competently and shall act in conformity with all Company policies, and within the Employee's energies limits, budgets and skills business plans set by the Company. Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of executives of the Company. Except as provided in subsection 2(c) below or with the US-DOCS\119697748.5 Board’s prior written consent, Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company during his employment with the Company. (c) Executive may devote reasonable time to unpaid activities such as supervision of personal investments and activities involving professional, charitable, educational, religious, civic and similar types of activities, speaking engagements and membership on committees, provided such activities do not individually or in the aggregate interfere with the performance of his duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. Executive cannot serve on the board of directors of a private or publicly traded company (other than the Company’s Board) without the Board’s prior written consent. Executive shall not work for persons or companies other than the Company for compensation for his own account or for or on behalf of any other person, firm or company without the Board’s prior written consent. (d) For purposes of this Agreement, the term “Affiliates” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities any partnership, joint venture, unincorporated association or limited liability company in which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in has a direct or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyindirect ownership interest.

Duties. The Employee willagrees that during the Employment Period the Employee will devote his full business time, energies and talents to serving as the President of the Bank, at the direction of the CEO of Cedar Rapids Bank & Trust (the “CRBT CEO”). The Employee shall have such duties and responsibilities as may be assigned to the Employee from time to time by the Bank or the CRBT CEO, which duties and responsibilities shall be commensurate with the Employee’s position, shall perform all duties assigned to the Employee faithfully and efficiently, subject to the direction of the CRBT CEO and shall have such authorities and powers as are inherent to the undertakings applicable to the Employee’s position and necessary to carry out the responsibilities and duties required of the Employee hereunder. The Employee will perform the duties required by this Agreement at the Bank’s principal place of business unless the nature of such duties requires otherwise. Notwithstanding the foregoing, during the Initial Term and each Renewal Term: Employment Period, the Employee may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (aincluding professional associations) Faithfully and diligently to the extent such activities do and perform all such not, in the reasonable acts and duties and furnish such reasonable services consistent judgment of the Bank, inhibit, prohibit, interfere with or conflict with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts ’s duties under this Agreement or conflict in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete any material way with the business of the CompanyBank and/or its Affiliates; provided, and however, that the Company Employee shall not have serve on the board of directors of any right in business (other than the Bank and/or its Affiliates) or to hold any such independent ventures or to other position with any business without receiving the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest prior written consent of the Employee are hereby expressly waived by the CompanyBank.

Duties. The Employee will, during During the Initial Term and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager of the Company, and as the Managers of the Company shall direct. In performing the assigned dutiesEmployment, the Employee shall do serve as the ------ Company's VP of Technology and perform all acts in Information and shall assume those responsibilities customarily associated with and incident to the ordinary course position of VP of Technology and Information and as the Company may, from time to time, require of him, at the direction of the Company's business (with Chief Executive Officer, President and Board of Directors. The Employee 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. Unless prevented by sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy and skills, during normal working hours, and at such limits other times as the Managers Employee's duties may reasonably require, to the duties of the Company may prescribe necessary and conducive to Employee's employment. The principal place of employment of the Employee shall be the Company's best interests); and (bprincipal executive offices or at such other place(s) Devote the Employee's energies and skills to the business of be determined by the Company and to the promotion of the Company's best interestsEmployee. The Company understands and recognizes Employee acknowledges that in the course of his employment, Employee may have other business activities which take a portion of Employee's be required, from time devoted to business matters. Accordinglytime, Employee is required to expend travel on behalf of the Company only at the Company's expense. The Employee's principal work place shall be in South Florida or Chicago, Illinois. In the event the Company requests the Employee to relocate either out of South Florida or Chicago, Illinois the Employee may choose not to relocate by giving written notice to the Company within ten (10) days of the date of such efforts request. If the Company chooses to terminate the Employee as a result of the Managers of Employee's unwillingness to relocate, the Company shall determine pay the Employee, the remaining sum due Employee pursuant to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business terms of the Company, and the Agreement. The Company shall not have any right prohibit Employee from additional opportunities in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts his free time as long as there is not a conflict of interest now or in the future with Power2Ship and it's affiliates. Employee must receive permission in writing from the Board of the Employee are hereby expressly waived by the CompanyDirectors to execute additional opportunities.

Duties. The Employee will, during 3.1 During the Initial Term Appointment the Executive shall devote such of his time and each Renewal Termattention to the duties assigned to him as is reasonably necessary to perform the same and as are consonant with his duties under the REGL Agreement and when carrying out those duties shall well and faithfully serve the Company and use his reasonable endeavours to promote the interests of the Company and shall obey all reasonable and lawful directions given to him by or under the authority of the Board provided that: (a) Faithfully and diligently do and perform all such reasonable acts and the Executive shall when undertaking duties and furnish such reasonable services consistent with for Insignia only take instructions from the Employee's position as a Manager board of the Company, and as the Managers directors of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests)Insignia; and (b) Devote Insignia shall use reasonable endeavours to nominate the Employee's energies and skills Executive to be appointed to the business board of directors of Insignia at the first annual meeting following the Commencement Date. 3.2 Subject to the provisions of clause 3.1 the Executive may be required in pursuance of his duties hereunder: (a) to perform services not only for the Company but also for any of the Group Companies and without further remuneration (except as otherwise agreed and except pursuant to the REGL Agreement) to accept such offices in any of the Group Companies as the Company may from time to time reasonably require provided that the Executive shall not be required to account to the Company and shall be entitled to retain as additional remuneration/expenses any salary, bonuses, reimbursed expenses and any other remuneration of any kind paid to him by REGL; (b) to travel to such places whether in or outside the United Kingdom by such means and on such occasions as the Board and/or the Board of the holding company may from time to time reasonably require; (c) to make reports to the promotion Board of Insignia on any matters concerning the Companyaffairs of Insignia or REGL or any other Group Company as it or they may reasonably require. 3.3 If there should be any conflict between ▇▇▇▇▇▇▇▇'s best interests. The Company understands instructions to the Executive hereunder and recognizes ▇▇▇▇'s instructions to the Executive with the REGL Agreement or the Executive's fiduciary duties as a director of REGL, Insignia will resolve with same so that the Employee may have other business activities which take Executive is not placed in a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete position where he cannot comply both with the business requirements of the Company, this Agreement and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the CompanyREGL Agreement.

Duties. The Employee will, during During the Initial Term continuance of his employment as Chief Executive and each Renewal Term: (a) Faithfully and diligently do and perform all such reasonable acts and duties and furnish such reasonable services consistent with the Employee's position as a Manager Managing Director of the Company, the Executive will: 3.1.1 provide his services to and as be responsible for the Managers management and operation of the Company shall direct. In performing the assigned duties, the Employee shall do affairs and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); and (b) Devote the Employee's energies and skills to the business of the Company and each of the other members of the Group from time to time; 3.1.2 be responsible for the recruitment, terms of appointment and dismissal of staff in the Group provided that the approval of any payments or benefits offered to employees in excess of £250,000, which are of an unusual nature and do not form part of that employee’s expected remuneration benefits and the key terms of employment (including the remuneration package in all its form), the termination, settlement or compromise package of any person who would be a direct report of the Executive and the terms of their employment (and any modification thereto) shall be upon the recommendation of the Executive and shall be subject to approval of the Remuneration Committee; 3.1.3 perform such duties as are generally held by and/or delegated to chief executives and/or managing directors of UK companies whose shares are publicly listed; Back to Contents 3.1.4 perform such other duties as may from time to time be necessary to implement the decisions of the Board provided that such duties are consistent with the Executive’s position as the Chief Executive and Managing Director of the Group; 3.1.5 in all respects comply with the reasonable and lawful directions given by or under the authority of the Board which do not otherwise derogate from the terms of this Agreement, including complying with the Company’s corporate governance policies adopted from time to time by the Board; 3.1.6 use his best endeavours to promote the interests of the Group; 3.1.7 unless prevented by incapacity devote such of his business time and efforts as shall be necessary to perform his duties under this Agreement; 3.1.8 subject to removal as permitted under this Agreement or pursuant to the promotion Articles of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf Association of the Company only such efforts as the Managers or by law, be entitled to be a director of the Company shall determine during the continuance of this Agreement; and 3.1.9 refer to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business Board of the Company, and the Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation all matters which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyrequire Board approval.

Duties. The Employee will, during the Initial Term and each Renewal Term: (a) Faithfully During the Employment Period, the Executive (i) shall serve as Senior Vice President, General Counsel and diligently do Secretary, (ii) shall report directly to the Chief Executive Officer (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 all in a diligent and competent manner such reasonable acts duties as may be assigned to the Executive from time to time by the Board and/or the Supervising Officer and (iv) shall devote the Executive's best efforts and such time, attention, knowledge and skill to the operation 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 furnish such reasonable services consistent with responsibilities shall be at the Employee's position Companies' corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies' business or as a Manager of may be reasonably required by the Company, and as the Managers of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits as the Managers of the Company may prescribe necessary and conducive to the Company's best interests); andCompanies. (b) Devote Notwithstanding the Employee's energies and skills to the business of the Company and to the promotion of the Company's best interests. The Company understands and recognizes that the Employee may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Furtherforegoing, it is acknowledged understood during the Employment Period, subject to any conflict of interest policies of the Companies, the Executive may (i) serve in any capacity with any civic, charitable, educational or professional organization provided that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete such service does not materially interfere with the business Executive's duties and responsibilities hereunder, (ii) make and manage personal investments of the CompanyExecutive's choice, and (iii) with the Company prior consent of the Companies' Chief Executive Officer, which shall not have any right in or to any such independent ventures or to be unreasonably withheld, serve on the income or profits derived therefrom. For the purpose board of avoidance directors of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyone (1) for-profit business enterprise.

Duties. 3.1 During the Appointment the Executive shall devote the whole of his time and attention to the duties assigned to him which are consistent with the position of Chief Executive and shall well and faithfully serve the Company and use his reasonable endeavours to promote the interests of the Company and shall obey all reasonable and lawful directions given to him by or under the authority of the Board. The Employee will, during duties for the Initial Term and each Renewal Termtime being are contained in Schedule 1 to this Agreement. 3.2 The Executive may be required in pursuance of his duties hereunder: (a) Faithfully and diligently do and to perform all such reasonable acts and duties and furnish such reasonable services consistent with not only for the Employee's position as a Manager Company but also for any of the Company, Group Companies provided that such services are commensurate with his status and without further remuneration (except as the Managers otherwise agreed) to accept such offices in any of the Company shall direct. In performing the assigned duties, the Employee shall do and perform all acts in the ordinary course of the Company's business (with such limits Group Companies as the Managers of the Company may prescribe necessary and conducive from time to the Company's best interests); andtime reasonably require; (b) Devote to work at the Employee's energies Company’s principal place of business in London or such other location in the United Kingdom as may be agreed between the parties; (c) to travel to such places whether in or outside the United Kingdom by such means and skills on such occasions as the Board and/or the Board of the holding company may from time to time reasonably require; (d) to make reports to the business Board and/or the Board of its holding company on any matters concerning the affairs of the Company and or any other Group Company as it or they may reasonably require. 3.3 The statutory maximum average working week is 48 hours. Without prejudice to any argument that this statutory maximum does not apply to the promotion Executive because, for example, he is sufficiently senior to control his own working time, the Executive agrees that his hours of work may exceed the Company's best interestsstatutory maximum. The Company understands and recognizes If the statutory maximum does apply to the Executive then either party may end the agreement in this clause that the Employee Executive may have other business activities which take a portion of Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of work more than the Company only such efforts as the Managers of the Company shall determine to be appropriate for the proper conduct of Company affairs. Further, it is acknowledged that the Employee may engage in or possess interests in other business ventures of every nature and description, independently or with others, some of which may compete with the business of the Company, and the Company shall not have any right in or to any such independent ventures or statutory maximum by giving to the income or profits derived therefrom. For the purpose of avoidance of costly and prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or conflicts of interest of the Employee are hereby expressly waived by the Companyother party not less than 3 months’ notice.