Common use of Duties Clause in Contracts

Duties. During the Employment Period, Executive shall be employed in the business of the 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 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 Employer as a publicly traded company.

Duties. During the Employment PeriodThe Executive, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer his capacity 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 electedCompany, 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 Board of Directors of the Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the 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 as the Chairman of the Board of Directors the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee 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 Board for reelection re-election to 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 provided that, at the expiration time of each then current term ending during annual meeting, (a) if the Employment Period and use commercially reasonable efforts Executive is unable to cause perform his reelection. duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive, as Chairman and CEO, shall ’s employment hereunder may 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 terminated by the Board and Company due to disability, (b) the Company has not notified the Executive of its committees. It is understood and agreed that, notwithstanding intention to terminate 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 employment for cause, and authority shall be commensurate with (c) the Executive has not notified the Company of his intention resign from his position as Chairman and CEO of Chief Executive Officer of the Employer as a publicly traded companyCompany.

Duties. During The Employee will, during the Employment PeriodInitial 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, Executive and as the Managers of the Company shall be employed 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 Employer Company and its affiliates. Executive shall serve to the Employer as a senior corporate executive promotion of the Employer Company's best interests. The Company understands and shall recognizes that the Employee may have the title other business activities which take a portion of Chairman and Chief Executive Officer (“CEO”) Employee's time devoted to business matters. Accordingly, Employee is required to expend on behalf of the Employer and, for so long as so elected, shall serve Company only such efforts as the Chairman Managers of the Board Company shall determine to be appropriate for the proper conduct of Directors 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 Employer (Company, and the “Board”)Company shall not have any right in or to any such independent ventures or to the income or profits derived therefrom. Executive shall also serve as Chairman For the purpose of avoidance of costly and CEO (prolonged litigation which may result in undue damage to the Employee and the Company, any claims based on any such activities or the closest equivalent positions if not called Chairman or CEO) conflicts of all subsidiaries interest of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision Employee are hereby expressly waived 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 Employer as a publicly traded companyCompany.

Duties. The Board of Directors of Employer (the "Board") shall have the power to determine the specific duties that shall be performed by Employee and the means and manner by which those duties shall be performed, but such duties shall be consistent with the executive position of Employee. (a) During the Employment Period, Executive shall be employed Employee agrees to use his best efforts in the business of the Employer and its affiliatesto devote his full time, skill, attention and energies to the business of Employer. Executive Employee shall serve not be engaged in any other business activity which shall be competitive with the business of Employer as or which may (i) interfere with Employee's ability to discharge his responsibilities to Employer; or (ii) detract from the business of Employer. Employee shall not: (i) work either on a senior corporate executive part-time or independent contracting basis for any other company, business or enterprise without the prior written consent of the Employer and shall have Board; or (ii) serve on the title board of Chairman and Chief Executive Officer (“CEO”) directors or comparable governing body of any other material business, civic or community corporation or similar entity without the Employer and, for so long as so elected, shall serve as the Chairman prior written consent of the Board (excluding those positions Employee holds and boards of Directors directors on which Employee serves as of the Employer date of this Agreement, which positions and boards, if any, are listed on Exhibit A hereto), such consent which shall not be unreasonably withheld. (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEOb) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive Employee agrees to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially his reasonable efforts to cause impart his reelection. Executive, as Chairman skill and CEO, shall be principally responsible for all decision-making with respect knowledge relating to the business of Employer to such individuals as are designated by Employer, and to train such individuals in the aspects of the business with which Employee is familiar. In addition, at the request of Employer and its subsidiaries (including with respect without additional compensation, Employee shall use his best efforts to record and document his knowledge relating to the hiring and dismissal business 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 Employer as a publicly traded companyEmployer.

Duties. During The Employee is engaged by the Employment Period, Executive shall be employed in the business of the Employer and Company as its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the Employer andduties associated with those positions, for so long as so elected, shall serve as subject to the direction of the Chairman of the Board and the Board of Directors of the Employer (Company, and to the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries provisions of the Employer that he so requestsArticles of Incorporation and Bylaws of the Company. The Employer Employee shall cause Executive have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be nominated for reelection assigned to him from time to time by the Board at the expiration Chairman 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 committeesthe Board of Directors. It is understood and agreed that, notwithstanding The Employee shall report directly to the foregoing, Company's Chairman of the Board and its committees will have the right to request information from, ask questions of, have access to Board of Directors and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s and its committees’ performance any executive committee of their duties. Executive shall report solely and directly to the Board. Executive’s duties The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and authority adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be commensurate construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such 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 Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his position as Chairman and CEO of work for the Employer as a publicly traded companyCompany.

Duties. During (a) The Consultant shall consult with management of the Employment Period, Executive shall be employed in Company regarding the business of the Employer and its affiliates. Executive shall serve Company as requested by the Employer as a senior corporate executive Company’s Board of the Employer Directors or management from time to time, and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of the Employer andCompany during the Consulting Term; provided, however, that the fee payable to the Consultant pursuant to Section 4(a) hereof shall constitute consideration for so long any such 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 so elected, shall serve as the Chairman of the Board of Directors of the Employer Company shall from time to time determine. (the “Board”). Executive b) The Consultant also shall also be entitled to 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 requestsBoard 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 Consultant shall not be entitled to any additional compensation in respect of such 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 Company. The Employer 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 cause Executive be deemed to be nominated for reelection prohibit or bar the Consultant or any of 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 the Consultant’s duties pursuant to the Board at terms of this Agreement and do not violate the expiration terms 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 Employer as a publicly traded companyparagraphs 6 or 7 herein.

Duties. (a) During the Employment Period, the Executive (i) shall be employed in the business serve as Senior Vice President and Chief Financial Officer of the Employer and its affiliates. Executive Companies, (ii) shall serve report directly to 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 andCompanies (the “Supervising Officer”), for so long as so elected(iii) shall, shall serve as subject to and in accordance with the Chairman authority and direction of the Board of Directors of and/or the Employer (the “Board”). Executive shall also serve Supervising Officer have such authority and perform in a diligent and competent manner such duties 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 may be nominated for reelection assigned to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts Executive from time 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 time by the Board and/or the Supervising Officer and its committees(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. It is understood and agreed that, notwithstanding During the foregoingEmployment Period, the Board and its committees will have Executive’s place of performance for 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 responsibilities shall be commensurate with his position at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business or as Chairman and CEO may be reasonably required by the Companies. (b) Notwithstanding the foregoing, it is understood during the Employment Period, subject to any conflict of interest policies of the Employer as a publicly traded companyCompanies, the Executive may (i) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive’s duties and responsibilities hereunder, (ii) make and manage personal investments of the Executive’s choice, and (iii) with the prior consent of the Companies’ Chief Executive Officer, which shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise.

Duties. (a) During the Employment PeriodTerm of Employment, the Executive shall be employed in the business of the 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 Chief Executive Officer and Chairman of the Board of the Company with such authority and duties as are generally associated with such positions and 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 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 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 all such capacities on a basis no less favorable than is provided to any other Director of the Company. 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 a member of the Board of Directors of the Employer (the “Board”). Executive shall also serve Company and as Chairman of the Board of Directors and CEO shall include him in the management slate for election as a Director of the Company 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 preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the closest equivalent positions if 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 called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 materially interfere with the Board’s and its committees’ proper performance of their duties. Executive shall report solely and directly to the Board. Executive’s his duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyresponsibilities under this Agreement.

Duties. During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. The Executive shall serve the Employer Company as a senior corporate executive of the Employer and shall have the title of Chairman its President and Chief Executive Officer (“CEO”) of the Employer and, for so long to serve in such capacity or other capacities consistent therewith as so elected, shall serve as the Chairman of designated by the Board of Directors of the Employer Company (the “Company Board”)) and the Board of Directors of Beacon (the “Beacon Board” and, together with the Company Board, the “Boards”) and shall have such duties, authorities and responsibilities as the most senior executive officer of the Company and Beacon, commensurate with the duties, authorities and responsibilities of persons in similar capacities of similarly sized companies. During the Term, the Executive shall also serve the Company faithfully, diligently and to the best of his ability and shall devote substantially all of his business time, energy and skill to the affairs of the Company as necessary to perform the duties of his position, and he shall not assume a position in any other business without the express written permission of the Beacon Board; provided that the Executive may upon disclosure to the Beacon Board (i) serve as Chairman a member of not more than one for-profit board of directors so long as the Executive receives prior written permission from the Beacon Board (such permission not to be unreasonably withheld); (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 CEO (iii) make passive investments where the Executive is not obligated or the closest equivalent positions if required to, and shall not called Chairman or CEO) of all subsidiaries of the Employer that he so requestsin fact, devote any managerial efforts. The Employer Company shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 fromlimit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, ask questions ofin its sole and exclusive discretion, have access that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of the board of directors of Morristown Medical Center and otherwise interact in all respects with senior executives other than Executive in connection as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference 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 to the Company. In addition, during the Term, the Executive will continue to serve as Chairman and CEO a member of each of the Employer as a publicly traded companyBoards.” Section 2.1 of the Agreement is deleted in its entirety and replaced with the following:

Duties. During The Employee shall serve as the Employment PeriodCBO for the Company and any affiliate or subsidiary of the Company determined by the Company's Board of Directors, Executive 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 Employee's duties may require, to the duties of the Employee's employment. The principal place of employment of the Employee shall be employed at Employer's Woburn, MA area office and/or such other location as shall be necessary for the Employee to discharge the Employee's duties hereunder. The Employee acknowledges that in the course of employment the Employee may be required, from time to time, to travel on behalf of the Company. The Company recognizes that the Employee will continue to maintain his relationships with venture capital funds, investment entities or investment banks and may from time to time consult to them on specific issues, provided that this will not interfere with the Employee's fulfillment of his duties and obligations to the Company, its affiliates and subsidiaries as outlined in this Agreement or otherwise. (1) report to the CEO and President; (2) participate as a equal member of the Executive Team, (3) with the CEO, lead efforts to raise the next and subsequent equity rounds and to develop the business of the Employer Company in North America, and/or Europe and/or Israel and/or the Far East, (4) be part of the team negotiating the outlicensing of the Company's proprietary compounds, (5) act as the Secretary of the Company's Board of Directors, 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 Observer to the Board of Directors Directors, (6) Be responsible, supervise, manage and maintain all the financial and legal aspects and duties of the Employer (Company including but not limited to those specified in the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries Board Minutes of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyMeeting dated 11th August 2003.

Duties. During The Employee shall during the Employment Periodterm of his employment hereunder: A. devote his full normal working time, Executive energies and attention to the duties 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, provided, however, that (1) Subject to disclosure to and approval by the Board of Directors, which approval shall not be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and unreasonably withheld, Employee shall have the title right, in his discretion, to accept and carry out the duties associated with his membership on the Board of Chairman Directors of other companies as consistent with the terms of this Agreement, as well as on industry standard committees and Chief Executive Officer similar organizations; (“CEO”2) Employee shall be responsible for direction of the Employer andoverall affairs of the Company (subject to general direction from the Board of Directors); and (3) all officers and/or employees of the Company shall either report to Employee or to another officer who shall then report to Employee; B. comply with all reasonable rules, for so long as so elected, shall serve as the Chairman of regulations and administrative directions now or hereafter established by the Board of Directors of the Employer Company; C. be reimbursed by the Company from time to time (but at least monthly) for all reasonable and necessary business expenses incurred by him in the “Board”). Executive performance of his duties hereunder, provided that Employee shall also serve render to the Company such accounts and vouchers covering expenditures as Chairman the Company reasonably requires and CEO (as are necessary for tax purposes, and shall follow normal Company policy on expenses; and D. not engage in any activity or employment which would reasonably be expected to materially conflict with or have a material adverse affect on, the closest equivalent positions if not called Chairman present or CEO) of all subsidiaries prospective business of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyCompany.

Duties. During The Companies hereby agree to employ Executive, and Executive hereby accepts such employment as the Employment Period, Executive shall be employed in the business of the 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 Co-Chief Executive Officer (“CEO”) of ICH and agrees to serve as Co-Chairman of the Employer and, for so long ICH Board and as so elected, shall serve as the Co-Chief Executive Officer and Co-Chairman of the Board of Directors of each of the Employer (other Companies. In his role as Co-Chief Executive Officer of ICH and the “Board”)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 shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer agrees that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending shall, during the Employment Period term of this Agreement, except during reasonable vacation periods, periods of illness and use commercially reasonable efforts the like, devote substantially all his business time, attention and ability to cause his reelection. Executiveduties and responsibilities hereunder; PROVIDED, as Chairman and CEOHOWEVER, that nothing contained herein shall be principally responsible for all decision-making construed to prohibit or restrict Executive from (i) serving as a director of any corporation, with respect 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 the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which personal business; PROVIDED, HOWEVER, that no such executives service or activity permitted in this Section 1(a) 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 materially interfere with the Board’s and its committees’ performance by Executive of their dutieshis duties hereunder. Executive shall report solely and directly to the Board. Executive’s duties ICH Board and authority shall be commensurate with his position as Chairman and CEO each other Board of the Employer as a publicly traded companyDirectors.

Duties. During 3.1 The Company shall employ the Employment PeriodDirector 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 his employment under this Agreement: 3.5.1 exercise the powers and perform such duties as are consistent with the role of Chief Executive shall be employed Officer and are appropriate to his status, qualifications and experience including representing the Company to customers, suppliers, shareholders and generally reporting to the Board on all issues and such other duties as the 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 Employer Company or the business 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, develop and its affiliates. Executive shall serve extend the Employer as a senior corporate executive business of the Employer Company and shall have of any Group Company; and 3.5.3 comply with the title proper and reasonable directions and regulations of Chairman the Board and Chief Executive Officer 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 performance of his duties under this Agreement. 3.6 The Director is exempt from the requirements (“CEO”save for annual leave) of the Employer and, for so long as so elected, Working Time Regulations 1998. 3.7 The Director shall serve as keep the Chairman Board properly informed (in writing if reasonably required by the Board) of his conduct of all business on behalf of the Board of Directors of the Employer (the “Board”). Executive Company and any Group Company and 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 give to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, all such information as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer affairs of the Company and its subsidiaries the Group as it shall properly and reasonably require. 3.8 The Company shall ensure that the Director shall have available such authority from the Board, such access to information and company records and such assistance from other administrative and 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 (including with respect without prejudice to the hiring Director’s rights and dismissal of all executives remedies under this Agreement and deciding which such executives shall report solely and directly at common law in circumstances constituting constructive dismissal) do anything that would cause him to him), subject be disqualified from continuing 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 act as Chairman and CEO a Director of the Employer as a publicly traded companyCompany or any other Group Company.

Duties. During The Company shall employ the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer Employee as a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) and Chairman of the Employer andBoard, for so long and the Employee accepts employment with the Company on the terms and conditions set forth in this Agreement. The Employee agrees to devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, such duties shall consist of the duties and responsibilities described on Schedule A to this Agreement and such other duties as so elected, shall serve as the Chairman of the Board of Directors of the Employer Company (the “Board”)) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. Executive In performing such duties, the Employee shall also serve as Chairman be subject to the direction and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries control of the Employer that he so requestsBoard. The Employer Employee further agrees that in all aspects of such employment, the Employee shall cause Executive comply with the reasonable policies, standards, and regulations of the Company established from time to time of which the Employee is or should be nominated aware, and shall perform his duties in good faith with due care and in the best interests of the Company. The devotion of reasonable periods of time by the Employee for reelection to the Board at the expiration personal investment, outside business or charitable activities shall not be deemed a breach of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executivethis Agreement, 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 provided that such executives shall report solely and directly to him), subject to supervision activities are approved by the Board and its committeesin 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). It is understood and agreed that, notwithstanding Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities on an annual basis and its committees will have if 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 Board determines that such activities are interfering with the Board’s and its committees’ performance of their duties. Executive his duties hereunder and so notifies the Employee in writing, the Employee shall report solely and directly to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO terminate such activities within 60 days of the Employer as a publicly traded companysuch notice.

Duties. During the Employment PeriodTerm of Employment, Executive shall be employed in the Employee shall: i. devote the Employee’s entire productive time, skills, experience and attention to the business of each Company, and ensure that the Employer and its affiliates. Executive shall serve Employee is not at any time engaged in conduct that would interfere with the Employer as a senior corporate executive performance by the Employee of the Employer 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 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 Boards of Directors; provided, however, the expenditure of reasonable amounts of times for educational, charitable, or professional activities shall not be deemed a breach of this Agreement, if those activities do not materially interfere with the services required pursuant to this Agreement and shall have not require the title of Chairman and Chief Executive Officer (“CEO”) prior written consent of the Employer andCompany’s Boards of Directors; provided, for so long as so electedfurther, however, that these provisions shall serve as not prohibit the Chairman Employee from making passive personal investments or conducting private business affairs, if those affairs do not materially interfere with the services 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 Employee required pursuant to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companythis Agreement.

Duties. During The Company shall employ the Employment PeriodEmployee as Senior Vice President and General Counsel and the Employee accepts employment with the Company on the terms and conditions set forth in this Agreement. The Employee agrees to devote her full time and attention (reasonable periods of illness excepted) to the performance of her duties under this Agreement. In general, Executive such duties shall be employed in the business consist of the Employer duties and its affiliates. Executive shall serve the Employer responsibilities described on Schedule A to this Agreement and such other duties 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 Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the Employee shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). Executive The Employee further agrees that in all aspects of such employment, the Employee shall also serve as Chairman comply with the reasonable policies, standards, and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries regulations of the Employer that he so requestsCompany established from time to time of which the Employee is or should be aware, and shall perform her duties in good faith with due care and in the best interests of the Company. The Employer devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall cause Executive to not be nominated for reelection to the Board at the expiration deemed a breach of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executivethis Agreement, 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 provided that such executives shall report solely and directly to him), subject to supervision activities are approved by the Board and its committeesin 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). It is understood and agreed that, notwithstanding Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities on an annual basis and its committees will have if 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 Board determines that such activities are interfering with the Board’s and its committees’ performance of their duties. Executive her duties hereunder and so notifies the Employee in writing, the Employee shall report solely and directly to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO terminate such activities within 60 days of the Employer as a publicly traded companysuch notice.

Duties. During the Employment PeriodTerm of this Agreement, Executive shall Employee will be employed in by the Company to serve as Chief Financial Officer, Secretary and Treasurer of the Company and its subsidiaries and affiliates. Employee shall devote substantially all of Employee’s business time, attention, energy, knowledge, and skill solely and exclusively to the conduct of the business of the Employer Company as may be reasonably necessary to effectively discharge Employee’s duties under this Agreement and, subject to the supervision and its affiliates. Executive shall serve the Employer as a senior corporate executive direction of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the Employer andCompany, for so long will perform those duties and have such authority and powers as so electedare customarily associated with the offices of a Chief Financial Officer, shall serve as Secretary and Treasurer of a company engaged in a business that is similar to the Chairman business of the Board of Directors 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 Employer Company and (b) the “Board”). Executive shall also serve as Chairman authority to hire and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries discharge employees of the Employer that he so requestsCompany. The Employer shall cause Executive to be nominated for reelection to Unless the Board at the expiration of each then current term ending parties agree otherwise in writing, during the Employment Period and use commercially reasonable efforts term of this Agreement, Employee will not be required to cause his reelectionperform services under this Agreement other than at Company's principal 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. Executive, as Chairman and CEO, Prior written consent of Company shall be principally responsible required before Employee may undertake to perform any services whether as an employee, consultant, officer, director, etc. of a business, commercial or professional nature, whether for all decision-making compensation or otherwise. Although Company’s consent may not be unreasonably withheld, it shall hereby be deemed reasonable for Company to deny its consent with respect to the Employer any 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 Employer as a publicly traded companyoutside gaming activities.

Duties. (a) During the Employment PeriodTerm, the Executive shall have the duties and responsibilities customarily associated with the positions of President and Chief Executive Officer of a company the general size and nature as the Company and such other duties and responsibilities as are consistent with his positions that may be employed in assigned to him from time to time by the Board. The Executive agrees to devote his full time, attention, skill, and energy to the duties set forth herein and to the business of the Employer Company, and its affiliates. Executive shall serve to use his reasonable best efforts to promote the Employer as a senior corporate executive success of the Employer and shall have Company’s business. During the title of Chairman and Chief Executive Officer (“CEO”) Term, at the request of the Employer andBoard, for so long as so elected, shall serve as the Chairman of the Board of Directors of the Employer (the “Board”). Executive shall may also serve as Chairman an officer or director of and CEO (or the closest equivalent positions if not called Chairman or CEO) of all shall perform certain services for subsidiaries and affiliates of the Employer that he so requests. The Employer Company, in each case without any additional compensation. (b) During the Term, the Executive shall cause Executive to be nominated for reelection devote substantially all of his business time and attention and his best efforts to the Board at the expiration performance of each then current term ending during the Employment Period his duties and use commercially reasonable efforts to cause his reelection. Executiveresponsibilities under this Agreement and shall not engage in any other business activity, except as Chairman and CEO, shall may 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 approved by the Board and its committees. It is understood and agreed thatBoard; provided that nothing in this Agreement shall prohibit the Executive from (i) engaging in religious, notwithstanding charitable or other community or non-profit activities that do not impair the foregoing, Executive’s ability to fulfill 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 responsibilities under this Agreement; or (ii) holding directorships in other companies after obtaining the prior written consent of the Employer as 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 publicly traded companypassive investment in any such company to the extent that (i) the investment does not constitute more than two (2) percent of the 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. During The Company shall employ the Employment PeriodEmployee as President and Chief Operating Officer and the Employee accepts employment with the Company on the terms and conditions set forth in this Agreement. The Employee agrees to devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, Executive such duties shall be employed in the business consist of the Employer duties and its affiliates. Executive shall serve the Employer responsibilities described on Schedule A to this Agreement and such other duties 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 Company (the “Board”) may determine so long as such duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the Employee shall be subject to the direction and control of the Chief Executive Officer of the Company (the “CEO”). Executive The Employee further agrees that in all aspects of such employment, the Employee shall also serve as Chairman comply with the reasonable policies, standards, and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries regulations of the Employer that he so requestsCompany established from time to time of which the Employee is or should be aware, and shall perform his duties in good faith with due care and in the best interests of the Company. The Employer devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall cause Executive to not be nominated for reelection to the Board at the expiration deemed a breach of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executivethis Agreement, 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 provided that such executives shall report solely and directly to him), subject to supervision activities are approved by the Board and its committeesin 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). It is understood and agreed that, notwithstanding Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities on an annual basis and its committees will have if 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 Board determines that such activities are interfering with the Board’s and its committees’ performance of their duties. Executive his duties hereunder and so notifies the Employee in writing, the Employee shall report solely and directly to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO terminate such activities within 60 days of the Employer as a publicly traded companysuch notice.

Duties. During the Employment Periodterm of this Agreement, Executive shall be employed in the business of the 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, Payner shall serve as the Chairman Chief Executive Officer of the Company reporting directly to the Board of Directors of the Employer 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 Board of Directors of the Company (the “"Board”). Executive shall also serve ") and as Chairman are consistent with the duties, responsibilities, and CEO (or the closest equivalent positions if not called Chairman or CEO) activities of all subsidiaries a senior executive officer of the Employer Company. To the extent that he so requeststhe Company becomes a division or subsidiary of another entity, Payner shall report directly to, and 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 Employer shall cause Executive Company will use best efforts to be nominated for reelection 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 expiration next meeting of each then current term ending stockholders and every annual meeting thereafter during the Employment Period term of this Agreement. Payner will accept any such nomination and use commercially reasonable efforts continue to cause his reelectionserve as a member of the Board if and when elected. Executive, as Chairman and CEO, The principal location of Payner's employment shall be principally responsible at the Company's principal office which shall be located in the New York City vicinity (i.e. within a twenty (20) mile radius of Manhattan), although Payner understands and agrees that she will be required to travel from time to time for business reasons. Payner shall devote substantially all decision-making with respect of her business time 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 dutiesher duties as the Chief Executive Officer of the Company during the term of this Agreement. Executive Payner shall report solely and not, directly or indirectly, render professional services to any other person or entity, without the Board. Executive’s consent of the Company's Board of Directors; provided, however, that nothing contained herein shall prevent Payner from rendering any service to any charitable organization or family business so long as it does not interfere unreasonably with her duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyobligations hereunder.

Duties. During the Employment Period, Executive The Executive’s services hereunder shall be employed in provided on the business basis of the Employer following terms and its affiliates. Executive shall serve conditions: (a) reporting to 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 Company’s CEO as the Chairman of Executive Supervisor and to the Company’s and Parent’s Board of Directors of the Employer (the “Board”). ; (b) the Executive shall also serve as Chairman be responsible for the financial reporting and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries controls of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period Company and use commercially reasonable efforts to cause his reelection. ExecutiveParent, 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 any applicable law and to instructions provided by the Board from time to time; (c) the Executive shall faithfully, honestly and its committees. It is understood diligently serve the Company and agreed thatthe Parent and cooperate with the 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, notwithstanding acting reasonably, and the foregoingExecutive 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 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 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 committees will have affiliates, subsidiaries, related corporations and parent company now or hereafter existing (collectively, “Affiliates”) and to make himself available to them, during the right 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 request information fromhis 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, ask questions offor any reason, have access to and otherwise interact in all respects with senior executives other than it shall reimburse the Executive for his expenses in connection with performing the Board’s and its committees’ performance provisions of their duties. this Section. (h) The Executive shall report solely not receive any payment and/or benefit from any third party, directly or indirectly, in connection with his employment with the Company. In the event the Executive breaches this Sub-section, without derogating from any of the Company’s right by law or contract, such benefit or payment shall become the sole property of the Company and directly the Company may set-of such amount from any sums due to the BoardExecutive. (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, other employees or any other third party, as further detailed in the Company’s policy as may be amended from time. The current policy is attached hereto as ▇▇▇▇▇ ▇. (k) The Executive acknowledges and agrees that personal information related to his and the Executive’s duties and authority terms of employment at the Company, as shall be commensurate received and held by the Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The information will be collected, retained, used, and transferred for legitimate business purposes and to the reasonable and necessary scope only, including: human resources management, business management and customer relations, assessment of potential transactions and relating to such transactions, compliance with his position as Chairman law and CEO of the Employer as a publicly traded companyother requests and requirements from government authorities and audit, compliance checks and internal investigations.

Duties. During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer The Employee is engaged hereunder as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) and he agrees to perform the duties and services incident to that position, and shall have they customary powers, responsibilities and authority of a Chief Executive Officer of a publicly traded company similar to the Employer and, for so long as so elected, Company. Employee shall serve as at all times be subject to the Chairman supervision of the Board of Directors of the Employer (Company. The Employee shall devote his full business time, attention, energies and best efforts to the “Board”). Executive shall also serve as Chairman performance of his duties hereunder and CEO (or to the closest equivalent positions if not called Chairman or CEO) of all subsidiaries promotion of the Employer business 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 being a member of the Board of Directors of other companies provided however, that during the 18 month period following the commencement of this Agreement, Employee shall not serve on the Board of more than 3 other companies investing his assets in such form or manner as will not require more than a minimal amount of 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 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 so requests. The Employer shall cause Executive may be required by the Company to travel outside of the New York metropolitan area in order to perform a portion of the services to be nominated rendered hereunder, but the nature or extent of such travelling shall not be such as to make it reasonably necessary for reelection the Employee to relocate his permanent residence from the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyNew York metropolitan area.

Duties. During Employee shall perform such duties specified by the Employment PeriodBylaws of the Bank and customarily performed by an employee in a similar position. Employee will also perform any such other and unrelated services and duties that may be assigned from time to time by Employer through the Board of Directors, Executive as long as they are consistent with Employee’s position as President and CEO. Such duties shall include but not be employed in limited to, the following: A. Employee shall devote his entire productive time, ability and attention to the business of Employer during the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive term of the Employer Agreement; B. Employee shall oversee and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, be responsible for so long as so elected, compliance with all regulations governing Employer’s operation; C. Employee shall serve as the Chairman a member, ex officio, of the Board of Directors and upon committees as may be deemed appropriate by the Board; D. Employee shall not directly or indirectly render any service of a business, commercial or professional nature, which may interfere with the commitment specified in paragraph A above without the written consent of Employer; E. Employee shall function as an active participant in the start-up phase of the Employer (Bank. Those duties shall consist of, but not be limited to, solicitation and contact with potential investors, required submissions to the “Board”). Executive various regulators, site approvals and outfitting and any other functions that may be required for approval; F. Employee shall also serve as Chairman represent the Bank and CEO (or actively participate in professional associations, seminars and trade organizations to the closest equivalent positions if not called Chairman or CEO) of all subsidiaries extent that such participation is deemed beneficial to the Bank; G. Employee shall be responsible for execution of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. ExecutiveBank’s policies, as Chairman and CEO, which 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 developed by the Board and its committeesof Directors. It is understood and agreed that, notwithstanding Employee shall adhere to all Bank policies now or hereinafter adopted by 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 Employer as a publicly traded companyBank.

Duties. During (a) Employee shall have the title, duties and 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 PeriodAgreement) (b) Employee agrees to do and perform all such acts and duties faithfully and diligently and to furnish such services as the Chairman of the Board may from time to time direct, Executive shall be employed and do and perform all acts in the ordinary course of business of the Company (within such limits as the Company may prescribe) necessary and conducive to the best interest of the Company. (c) Employee agrees to devote his full time, energy and skill to the business of the Employer Company and its affiliates. Executive shall serve to the Employer as a senior corporate executive promotion of the Employer best interests of the Company and shall have the title performance of Chairman his duties as President and Chief Executive Officer (“CEO”) of the Employer and, for so long Company; provided that the Employee shall not (to the extent not inconsistent with paragraphs 3(d) and 10(b) below) be prevented from (a) serving as so elected, shall serve as the Chairman a director of any corporation consented to in advance by resolution of the Board of Directors of the Employer 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 “Board”). Executive shall also serve as Chairman and CEO (operation or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries affairs of the Employer that he so requests. The Employer shall business in which such investments are made which would detract from or interfere or cause Executive a conflict of interest with performance of his duties hereunder. (d) Employee agrees to be nominated for reelection observe policies and procedures of the Company in effect from time to time applicable to employees of the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. ExecutiveCompany including, as Chairman and CEOwithout limitation, shall be principally responsible for all decision-making policies with respect to the Employer employee loyalty and its subsidiaries (including with respect to the hiring and dismissal prohibited conflicts 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 Employer as a publicly traded companyinterest.

Duties. During the Employment Period, Executive The Employee shall be employed in as the business President and Chief Operating Officer of the Employer and its affiliatesEmployer. Executive shall serve In such capacity, the Employer as a senior corporate executive of the Employer and Employee shall have substantially similar executive responsibilities and duties as those he had at the title Previous Employer immediately prior to the execution of Chairman this Agreement. In addition, the Employee shall have such additional executive responsibilities and Chief Executive Officer (“CEO”) of duties as may be reasonably assigned by the Employer and, for so long as so elected, shall serve as the Chairman of the Employer's Board of Directors (the "Board"). The Employee shall report directly to the President (the "President") of Sheridan. The Employee agrees to devote his full time and best efforts to the performance of his duties to the Employer (it being understood that the “Board”). Executive Employee shall also serve as Chairman and CEO be permitted to devote time (or a) to transfer the closest equivalent positions if not called Chairman or CEO) of all subsidiaries operations of the Previous Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (b) to wind down the business and liquidate the assets of the Previous Employer so long as such activities do not unreasonably interfere with the performance of his duties hereunder). Nothing contained herein shall be construed as prohibiting the Employee from serving (a) as a non-executive director of any non-profit organization, including with respect any industry trade group, or (b) as a director of any other entity that is not in the Designated Industry, so long as, in either such case, such position does not provide any compensation to the hiring Employee and dismissal otherwise does not materially interfere with the performance of all executives his duties under this Agreement; provided, that the Employee shall be permitted to serve on (a) the boards of directors of the Opportunity Farm for Boys and deciding which Girls and North Yarmouth Academy so long as his duties and responsibilities in respect of such executives shall report solely boards of directors, and directly to him)the Employee's time commitment for such service, subject to supervision are not materially increased from that in effect on the date hereof and (b) such other boards of directors as may be approved in writing 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 Employer as a publicly traded companyPresident.

Duties. During the Employment Period4.1 Until such time as Executive receives all necessary regulatory licenses and approvals, Executive shall be employed in the business is engaged hereunder as an employee of the 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 andCompany, for so long as so elected, shall serve as reporting to the Chairman of the Board of Directors of the Employer Company (the “Board”). Executive "Chairman") with such duties as the Chairman shall also serve as Chairman and CEO (or the closest equivalent positions if determine but which shall not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making include any duties with respect to or authority over any aspect of Company's gaming operations nor shall any employee of Company's gaming operations report to Executive. From and after such time as Executive receives all necessary regulatory licenses and approvals, he shall be and become President and Chief Operating Officer of Company, and he agrees thereafter to perform the Employer duties and its subsidiaries (including with respect 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 Chairman. Executive agrees to serve as an officer of Company or any subsidiary of Company or affiliated company without additional compensation. 4.2 Executive shall have such power and authority as shall reasonably be required to enable Executive to perform his duties hereunder in an efficient manner, provided, that in exercising such power and authority and performing such duties, Executive shall at all times be subject to the hiring supervision of the Chairman. 4.3 Executive shall devote his full business time, attention, energies and dismissal best efforts to the performance of all executives his duties hereunder and deciding to the promotion of the business and interests of Company and of any of its corporate subsidiaries or affiliated companies. The foregoing shall not be construed, however, as preventing Executive from investing his assets in such form or manner as will not require services on the part of Executive in the operations of the business in which such executives shall report investment is made and provided such business is not in competition with Company or, if in competition, such business has a class of securities registered under the Securities Exchange Act of 1934 and the interest of Executive therein is solely and directly to him)that of an investor owning not more than 3% of any class of the outstanding equity securities of such business. Executive may also act as a director of or engage in other activities for any charitable, subject to supervision by the Board and its committees. It is understood and agreed thateducational or other non-profit institution, 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 so long as such activities do not materially interfere with the Board’s and its committees’ performance of their duties. Executive shall report solely and directly to the Board. Executive’s 's duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyhereunder.

Duties. During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive The Employee 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 electedpromptly following the Effective Date, shall be appointed to serve as the Chairman of on the Board of Directors of the Employer (the “Board”). Executive shall also serve as Chairman and CEO (or While Employee remains employed by the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of Employer, the Employer that he so requests. The Employer shall cause Executive to be nominated nominate the Employee for reelection election to the Board at each annual meeting of the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelectionEmployer’s shareholders at which Employee is up for re-election. 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 The Employee 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 The Employee agrees to be so employed by the Employer and authority shall be commensurate with to devote his position as Chairman best efforts and CEO substantially all of his business time to advance the interests of the Employer and to perform such executive, managerial, administrative and financial functions as a publicly traded companyare required to develop the Employer’s business and to perform other duties assigned to the Employee by the Board that are consistent with the Employee’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 its business is not competitive with the Employer and, following the 18-month anniversary of the Effective Date, the Employee may seek approval of the Board to serve on the board of directors of one additional entity whose business is not competitive with the Employer, such approval not to be unreasonably withheld, conditioned or delayed.

Duties. During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. (a) The Executive shall serve during the Employer Employment Period as a senior corporate executive Chairman of the Employer and shall have the title of Chairman Board and Chief Executive Officer (“CEO”) of the Employer andCompany, for so long reporting only to the Board of Directors (the "Board"). The Executive agrees that in such offices he shall perform such duties and functions as so elected, shall serve are commensurate with his status as the Chairman of the Board of Directors and Chief Executive Officer of the Employer Company as may from time to time be determined by the Board. The Executive shall devote substantially all of his working time, attention, skill and efforts to the performance of his duties hereunder; provided, however, that with the prior approval of the Board, which it may grant or deny in its sole discretion, the Executive may serve on the boards of directors of other for-profit corporations, if such service does not conflict with his duties hereunder or his fiduciary duty to the Company. It is further understood and agreed that nothing herein shall prevent the Executive from managing his passive personal investments (subject to applicable Company policies on permissible investments), and (subject to applicable Company policies) participating in charitable and civic endeavors, so long as such activities do not interfere in more than a de minimis manner with the “Executive's performance of his duties hereunder. The services to be performed by the Executive pursuant to the terms of this Agreement shall be rendered principally at the Company's principal offices; provided, however, that the Executive agrees to travel for reasonable periods of time for business purposes whenever such travel is necessary or appropriate to the performance of his duties hereunder. (b) Upon request of the Board”). , the Executive shall also serve as Chairman an officer and CEO (or the closest equivalent positions if not called Chairman or CEO) director of all subsidiaries and affiliates of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyCompany.

Duties. During the Employment Period, Executive (a) ▇▇▇▇▇▇ shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of Magellan during the Employer andTerm and shall perform the services as set forth in Magellan’s bylaws and as Magellan’s Board of Directors (“Board”) shall direct, for so long which services shall be commensurate with ▇▇▇▇▇▇’▇ status as so elected, CEO of Magellan. ▇▇▇▇▇▇ shall serve as perform his services subject only to the Chairman direction and control 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 will report only to the Board Board. (b) During the Term, ▇▇▇▇▇▇ shall devote at least half and up to substantially all of his working time and attention to the expiration business and affairs of each then current term ending during Magellan as may be required to fulfill the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and duties of CEO, provided however that the Company acknowledges that ▇▇▇▇▇▇, with advance notice to Magellan 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 be a director of other corporations not affiliated with Magellan and that a portion of his time may be devoted to other professional activities; provided that ▇▇▇▇▇▇’▇ positions and otherwise interact activities for other organizations shall not be in all respects with senior executives other than Executive in connection conflict with the Board’s interests of Magellan. Should a potential conflict arise, ▇▇▇▇▇▇ shall discuss such potential conflict with the Board and its committees’ performance shall obtain the consent of their duties. Executive the Board in writing before proceeding with such other positions or activities. (c) Upon execution of this Agreement, ▇▇▇▇▇▇ shall report solely be appointed as a director of Magellan and directly shall devote such time and attention to the Boardaffairs of Magellan as may be required to fulfill the duties of director. Executive’s duties ▇▇▇▇▇▇ shall not be entitled to any additional compensation for his services as director, and authority ▇▇▇▇▇▇’▇ service as a director shall be commensurate terminate upon the termination of this Agreement unless otherwise agreed in writing by Magellan. (d) ▇▇▇▇▇▇ shall at all times conduct himself in a manner consistent with his position as Chairman duty of loyalty to Magellan and CEO shall present all opportunities that may fit Magellan’s corporate objectives of which he becomes aware during the Employer as a publicly traded companyTerm.

Duties. During 2.1 The Executive Director shall during his employment under this Agreement: 2.1.1 serve the Employment PeriodCompany and its subsidiaries to the best of his ability in the capacity of Chief Executive of British Energy Group PLC or in such other equivalent capacity as the Board may from time to time determine; and 2.1.2 perform equivalent duties and exercise the powers which the Board may from time to time properly assign to him; and 2.1.3 in the absence of any specific directions from the Board (but subject always to the memorandum and articles of association of the Company) exercise general control and management of British Energy Group PLC; and 2.1.4 do all in his power to promote, Executive shall be employed in develop and extend the business of the Employer Company and of its affiliates. Executive shall serve Subsidiaries and at all times and in all respects conform to and comply with the Employer as a senior corporate executive proper and reasonable directions and regulations of the Employer Board (but subject always to the memorandum and articles of association of the Company); and 2.1.5 at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business, finances and affairs of the Company and shall have provide such explanations and supply all information in his possession as the title of Chairman and Chief Executive Officer (“CEO”) Board may require in connection with such conduct of the Employer business, finances or affairs of the Company; and, for 2.1.6 if and so long as the Board so electeddirects perform and exercise the said duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company. 2.2 The Executive Director shall carry out his duties and exercise his powers jointly with any other director appointed by the Board to act jointly with him and the Board may at any time require the Executive Director to cease performing or exercising the said or any duties or powers without such requirement giving rise to a Breach of Contract by the Company. The Executive acknowledges that, in view of his continuing to receive Director’s fees he shall not be entitled to serve on the Executive Committee responsible for determining Director’s fees and non-executive remuneration. 2.3 The principal office of the Executive Director shall be based at the Company’s offices in ▇▇▇▇▇▇▇ Square, Paddington, London, (or such other location in London as the Chairman Company may have) or in any other place within the United Kingdom which the Board may require for the proper performance and exercise of his duties and powers. The Executive Director may be required to travel on the business of the Board Company or any of Directors its Associated Companies and/or Subsidiaries anywhere within the world. 2.4 The Company shall not be under any obligation to provide the Executive Director with any work and the Company may at any time during the continuance of his employment without notice, suspend the Executive Director and/or exclude him from all or any premises of the Employer (Company or any Associated Company for any period not exceeding sixty days provided that throughout such a period, the “Board”). Executive Director’s salary and other contractual benefits shall also serve as Chairman and CEO (continue to be paid or provided by the closest equivalent positions Company. 2.5 The Executive Director shall at any time if not called Chairman or CEO) of all subsidiaries directed to do so by the Board undergo a medical examination by a medical practitioner of the Employer that he so requestsCompany’s choice and at its expense. The Employer shall cause Executive Director hereby authorises (such authorisation to be nominated deemed to include the consent of the Executive Director for reelection the purposes of Section 3 of the Access to Medical Reports Act 1988) such medical practitioner to disclose the results of such examination (whether in a medical report or otherwise) to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him)Company, subject to supervision the Executive Director being informed by the Board and its committees. It is understood and agreed thatCompany of such request prior to it being made. 2.6 The Company shall, 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 extent permitted by law or statute, reimburse the Executive Director for all reasonable legal costs, travel and authority shall be commensurate with other expenses incurred by him in defending any claims against him or the Company arising out of his position service as Chairman and CEO of the Employer as a publicly traded companyChief Executive under this Agreement.

Duties. During the Employment PeriodTerm (as defined below), Executive Employee shall be employed in as Chief Financial Officer of Employer. Employee shall report to the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of Employer. Employee agrees to diligently and honestly exercise his business judgment in the discharge of the Employer andduties as are customary to this position as those duties are determined from time to time by the President and Chief Executive Officer and to fully comply with all laws and regulations pertaining to the performance of this Agreement, all ethical rules, Employer’s Code of Business Conduct & Ethics for so long as so elected, shall serve as the Chairman Members of the Board of Directors and Executive Officers as well as any and all of policies, procedures and instructions of the Employer (Company including, but not limited to, the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) provisions of all subsidiaries Section 304 of the Employer that he so requests▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Employer shall cause Executive Employee agrees to be nominated for reelection devote his full work time and best efforts to the Board at performance of the expiration duties as an employee of each then current term ending during Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the Employment Period boards of trade and use commercially reasonable efforts to cause his reelection. Executiveindustry associations, or religious, charitable or other community organizations), as Chairman and CEO, shall be principally responsible for all decision-making long as such activities do not unreasonably interfere 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. ExecutiveEmployee’s duties and authority shall be commensurate responsibilities as Chief Financial Officer of Employer. Employee will not, during the Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with his position as Chairman and CEO or without compensation, without the prior written consent of the Employer Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as a publicly traded companysubsequently modified, governing the conduct of Employer’s employees, including policies relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the Securities Exchange Act of 1933, as amended.

Duties. During the Employment Period, (a) The Executive shall be employed in the business has been elected as Chief Executive Officer of the Employer Company, and its affiliateshe agrees to serve as such during the Term. In such capacity, the Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman responsibilities and Chief duties customary for such office and such other executive responsibilities and duties as are assigned by the Board which are consistent with the Executive's position. The Executive Officer (“CEO”) agrees to devote substantially all his business time, attention and services to the business and affairs of the Employer andCompany and its subsidiaries and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the "Code of Conduct") that has been or may hereafter be established and communicated by the Board 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 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 so elected(a) such directorships do not interfere with Executive's ability to carry out his responsibilities under this Agreement, shall serve as and (b) Executive promptly notifies the Chairman Board in writing of the Board of Directors of fact that he has accepted such a non-profit directorship. (b) If the Employer (Company or the “Board”). Executive elects not to renew the Term pursuant to Section 2.2, the 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 continue to be nominated for reelection to the Board at employed under this Agreement until the expiration of each the then current term ending during the Employment Period and use commercially reasonable efforts Term (unless earlier terminated pursuant to cause his reelection. Executive, as Chairman and CEOSection 3.1 hereof), shall be principally responsible for all decision-making cooperate fully 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 shall perform such duties not inconsistent with the Board’s and its committees’ performance of their duties. Executive provisions hereof as he shall report solely and directly to be assigned by the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded company.

Duties. During the Employment Period, (1) The Executive shall be employed in use his best endeavours to promote and protect the business interests of the Employer Group and its affiliates. shall not do anything which is harmful to those interests. (2) The Executive shall serve 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 Employer as a senior corporate executive conduct and management of the Employer 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 be 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 title power and the authority to act in accordance with the instructions of Chairman and Chief within the limits prescribed by the CEO. (5) The Executive Officer shall comply with all codes of conduct from time to time adopted by the Company and with all applicable rules and regulations of the London Stock Exchange including (“without limitation) the model code on directors' dealings in securities. (6) The Executive shall (unless prevented by ill-health or accident or otherwise directed by the CEO”) devote the whole of his time during normal business hours to the duties of the Employment and such additional time as is necessary for the proper fulfilment of those duties. (7) The Executive's salary shall be inclusive of any fees receivable by him as a director of any Group Company and if the Executive receives any such fees in addition to his salary he shall pay them to the Company. (8) The Executive shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognized Investment Exchange and if the Employer andExecutive (together with his spouse, for so long as so electedchildren, shall serve as the Chairman parents and parents' issue) neither holds nor is beneficially interested in more than five per cent. of the Board securities of Directors that class; or (b) with the consent in writing 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 Company which may be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), given subject to supervision by any terms or conditions which 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 Employer as a publicly traded companyCompany requires.

Duties. During Employee shall devote his full business time and attention to the Employment Period, Executive shall be employed in the business duties of Chairman of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman Board, President and Chief Executive Officer (“CEO”) of the Employer andCompany and in such capacity shall report directly to the Board of Directors and shall be responsible for the overall management, strategic direction and 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 other responsibilities as may be directed to him by the Board of Directors of the Company consistent with the terms of this Agreement. In further consideration hereof, Employee shall act, upon the Company's request and for so long 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 so electedChief Executive Officer for any subsidiary of the Company. In the performance of his duties hereunder, Employee shall serve as at all times report solely to and be subject to the Chairman direction of the Board of Directors of the Employer (Company and perform his duties hereunder subject to and in accordance with the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries resolutions of the Employer that he so requestsBoard 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 Employer shall cause Executive duties and responsibilities to be nominated performed pursuant hereto by Employee for reelection the Company and/or any subsidiary of the Company shall not be modified to require the performance of services materially different from those customarily required of senior executive officers. This Agreement shall not be construed as preventing employee from serving as a director of up to two outside corporate boards so long as service on any such board does not require more than six business days annually and does not conflict with Employee's duties to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts Company or otherwise require Employee 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 undertake substantial additional duties 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 Employer as a publicly traded companytherewith.

Duties. During (a) Executive shall perform such duties and functions as the Employment PeriodBoard of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. If requested, Executive shall be employed serve as a corporate officer and or director of the Company without further compensation. (b) At the request of the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the business performance of the Employer and its affiliates. such duties, Executive shall serve comply with the Employer as a senior corporate executive of the Employer directives 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 policies of the Board of Directors of each such subsidiary or affiliate. (c) During the Employer (the “Board”). term of this Agreement, Executive shall also serve as Chairman devote substantially all of his time and CEO (or attention, vacation time and absences for sickness excepted, to the closest equivalent positions if not called Chairman or CEO) of all subsidiaries business of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. ExecutiveCompany, as Chairman and CEO, shall be principally responsible for all decision-making with respect necessary 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 fulfill his duties. Executive shall report solely perform the duties assigned to him with fidelity and directly to the Boardbest of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s 's performance of his duties hereunder and authority do not violate Section 10 hereof. (d) The principal location at which the Executive shall perform his duties hereunder shall be commensurate with his position at the Company's offices in Needham, Massachusetts or at such other location as Chairman and CEO may be designated from time to time by the Board of Directors of the Employer Company. Notwithstanding the foregoing, Executive shall perform such services at such other locations as a publicly traded companymay be required for the proper performance of his duties hereunder, and Executive recognizes that such duties may involve travel.

Duties. During the Employment PeriodTerm, Executive the Employee shall be employed in serve as the business Senior Vice President, General Counsel, and Corporate Secretary of the Employer and its affiliatesCompany. Executive shall serve In this capacity, the Employer as a senior corporate executive of the Employer and Employee shall have the title duties, authorities, and responsibilities commensurate with the duties, authorities and responsibilities of Chairman 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: (“CEO”a) 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 and competently and will act in conformity with Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Employee will also comply with the Company’s Compensation Recovery Policy, as it may be amended from time to time. Further, the Employee will at all times during the Term of this Agreement strictly adhere to and obey all of the Employer and, for so long as so elected, shall serve as rules and regulations in effect from time to time relating to the Chairman conduct of Employees of the Board Company. The Employee will not engage in consulting work or any trade or business for her own account or for or on behalf of Directors any other person, firm or company that, as determined by the Company in its sole discretion, competes, conflicts or interferes with the performance of her duties hereunder in any material way. (b) The Employee agrees to serve without additional compensation as an officer and director of any of the Employer (Company’s subsidiaries and agrees that amounts, if any, received from such subsidiary may be offset against the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyamounts due hereunder.

Duties. 3.1 The Employee shall serve as Chief Executive Officer. 3.2 The broad terms of the role description for the Appointment is set forth in Schedule 1 hereto. Notwithstanding the description set forth in Schedule 1 and unless otherwise agreed in writing with the Board, the Employee shall perform all duties as are consistent with this position and such other duties that the Board or Coda Board may reasonably assign to the Employee from time to time. 3.3 During the Employment PeriodAppointment the Employee shall: (a) act as a director the Company; (b) comply with the bye-laws of the Company (as amended from time to time); (c) abide by any statutory, Executive shall fiduciary or common-law duties to the Company; (d) not do anything that would cause him to be employed in disqualified from acting as a director; (e) unless prevented by Incapacity, devote the whole of his or her time, attention and abilities to the business of the Employer Company; (f) diligently exercise such powers and its affiliates. Executive shall serve perform such duties as may from time to time be assigned to him by the Employer as a senior corporate executive of the Employer Board; (g) comply with all reasonable 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 lawful directions given to his or her by the Board of Directors of the Employer or Coda Board; (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEOh) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection promptly make such reports to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the Coda 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 affairs of the Company on such matters and its committees’ performance at such times as are reasonably required; (i) use his or her best endeavours to promote, protect, develop and extend the business of their duties. Executive shall report solely and directly the Company; 3.4 The Employee consents to the Board. Executive’s duties Company monitoring and authority shall be commensurate with his position as Chairman and CEO recording any use that she makes of the Employer as a publicly traded companyCompany’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes. 3.5 The Employee shall comply with any electronic communication systems policy tha the Company may issue from time to time. 3.6 The Employee shall comply with any rules, policies and procedures set out in the Staff Handbook. To the extent that there is any conflict between the terms of this agreement and the Staff Handbook, this agreement shall prevail. 3.7 All documents, manuals, hardware and software provided for the Employee’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the Company.

Duties. During the Employment Period, Executive The Employee shall be employed in the business of the 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 electedCompany, shall serve faithfully and competently perform such duties as inhere in such position and as are specified in the Chairman By-laws of the Company and shall also perform and discharge such other executive employment duties and responsibilities as the Board of Directors of the Employer (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 “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries day to day operations of the Employer that he so requestsbusiness and will have such duties as are customary for a chief executive. The Employer Employee shall cause Executive 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 nominated for reelection approved in advance by the Board of Directors 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 his full business time throughout the Employment Term to the Board at services required of him hereunder. The Employee shall render his business services exclusively to the expiration of each then current term ending Company and its subsidiaries during the Employment Period Term and shall use commercially reasonable efforts his best efforts, judgment and energy to cause his reelection. Executive, as Chairman improve and CEO, shall be principally responsible for all decision-making with respect to advance the Employer 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 (including with respect 2) other business enterprises so long as such participation does not (i) involve a substantial amount of the Employee's time, (ii) impair the Employee's ability to perform his duties under this Agreement or (iii) violate the hiring and dismissal provisions of all executives and deciding which such executives shall report solely and directly Section 9 of this Agreement. For so long as he serves as the Company's Chief Executive Officer, the Employee will be nominated to him), subject to supervision by serve on 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 Directors of the Employer as a publicly traded companyCompany.

Duties. During the Employment Periodterm of this Agreement, Executive shall Employee will be employed in by the Company to serve as Vice President of Finance of the Company. The Employee will devote such amount of business time to the conduct of the business of the Employer Company as may be reasonably required to effectively discharge Employee’s duties under this Agreement and, subject to the supervision and its affiliates. Executive shall serve the Employer as a senior corporate executive direction 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 Company’s Board of Directors of the Employer (the “Board”). Executive shall also serve , will perform those duties and have such authority and powers as Chairman and CEO (or are customarily associated with the closest equivalent positions if not called Chairman or CEO) offices of all subsidiaries a Vice President of Finance of a Public company engaged in a business that is similar to the business of the Employer that he so requests. The Employer shall cause Executive Company, including (without limitation) (a) the authority to be nominated for reelection direct and manage the day-to-day financial operations and affairs of the Company, (b) the authority to hire and discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Board at Effective Date as Vice President of Finance of the expiration Company; provided, however, that Employee will not be required to perform services for any affiliate of each then current term ending 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 Employment Period and use commercially reasonable efforts term of this Agreement, Employee will not be required to cause his reelectionperform 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. 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 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 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 same manner as immediately prior to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO execution of the Employer as a publicly traded companythis Agreement.

Duties. During A. Employee shall serve during the Employment Period, Executive shall be employed in the business course of his employment as Vice President of Operations of the Employer Company, shall supervise the Research and its affiliates. Executive shall serve Development, the Employer as a senior corporate executive of Manufacturing, and the Employer Quality Control and Quality Assurance Departments, and shall have such other duties and responsibilities as the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, for so long Company shall determine from time to time. Employee agrees to observe and comply with the rules and regulations of the Company as so elected, shall serve as the Chairman of adopted by the Board of Directors of the Employer Company (the “"Board”") respecting the performance of Employee's duties and 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. Employer shall use his best efforts and abilities to promote the Company's interests and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board. C. Without the prior express written authorization of the CEO, or Board, Employee shall not, directly or indirectly, during the term of this Agreement: (a) render services to 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.). Executive shall also serve as Chairman and CEO ( 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 closest equivalent positions if not called Chairman or CEO) services to be rendered hereunder. E. For the term of all subsidiaries this Agreement, Employee shall report to the Chief Executive Officer of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause Company or 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 Employer as a publicly traded companydesignee.

Duties. During the Employment Period, Executive The Employee shall be employed as Executive Vice President - Sales and Strategic Alliances, of the Company, shall perform such duties as are specified in the business By-laws of each of the Employer Company or such other duties as the President of the Company shall from time to time determine and shall also perform and discharge such other employment duties and responsibilities as the 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 President of the Company may reasonably prescribe, provided that the Employee's principal office location during the term of the Agreement shall be in the New York City Metropolitan area. Except as may otherwise be approved in advance by the 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 affiliates. Executive shall subsidiaries in a manner consistent with the duties of his position, provided however, that the Employee may also serve the Employer as a senior corporate executive of consulting advisor on 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 advisory boards or Board of Directors of certain companies if serving in such capacity such does not interfere with 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 services to be nominated for reelection to provided by the Board at the expiration of each then current term ending Employee hereunder during the Employment Period Term or the terms of this Agreement and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, provided that such activities shall be principally responsible for all decision-making with respect subject to the Employer restrictions set forth in Section 10 below. The Company and its subsidiaries (including the Employee acknowledge that it is their present intention the Employee shall have the opportunity to meet with respect the President of the Company, on a semi-annual basis at a time to be mutually agreed, to ascertain and evaluate the hiring and dismissal achievement of all executives and deciding which such executives shall report solely and directly to him), subject to supervision certain performance objectives 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 Employer as a publicly traded companyEmployee.

Duties. During the Employment Period, Executive The Employee shall be employed as the Vice President of Finance and Corporate Development of the Company, shall faithfully and competently perform such duties as are specified in the business Bylaws of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer Company and shall have the title also perform and discharge such other executive employment duties and responsibilities consistent with his position as Vice President of Chairman Finance and Chief Executive Officer (“CEO”) of the Employer and, for so long Corporate Development as so elected, shall serve as the Chairman of the Board of Directors of the Employer Company, the Senior Team or (when an individual is retained by the “Board”). Company to occupy such position) the Chief Executive shall also serve as Chairman and CEO (Officer or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries Chief Operating Officer of the Employer that he so requestsCompany may from time to time reasonably prescribe. The Employer Employee shall cause Executive perform his duties at such places and times as the Board of Directors of the Company may reasonably prescribe; PROVIDED, HOWEVER, that if compliance with this requirement would require the Employee to relocate more than 40 miles from his current home in Kansas City, Missouri, the Employee will only be nominated for reelection required to relocate on such terms and to such location as is mutually acceptable to the Employee and the Company. Except as may otherwise be approved in advance by the Board at of Directors of the expiration Company, and except during vacation periods and reasonable periods of each then current term ending absence due to sickness, personal injury or other disability, personal affairs or non-profit public service activities, the Employee shall devote his full time during normal business hours throughout the Employment Term to the services required of him hereunder. The Employee shall render his business services exclusively to the Company during the Employment Period Term and shall use commercially reasonable efforts his best efforts, judgment and energy to cause his reelection. Executive, as Chairman improve and CEO, shall be principally responsible for all decision-making with respect to advance the Employer business and its subsidiaries (including with respect to interests of 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 Company in all respects with senior executives other than Executive in connection a manner consistent with the Board’s and its committees’ performance duties 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 Employer as a publicly traded companyposition.

Duties. 1.1 During the Employment Periodterm of this Agreement, Executive Employee shall be employed in the business by C3D as Senior Vice President of the Employer Business Development and its affiliates. Executive shall serve the Employer as a senior corporate executive an officer of the Employer C3D and shall have report to the title of Chairman and President/Chief Executive Officer (“CEO”) of C3D. As such, Employee shall have duties and responsibilities commensurate with such position, including, without limitation, the Employer andduties 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, for so long as so elected, shall serve as or by the Chairman of the Board of Directors Directors, or by the Director of Business Development or by the Employer (President/Chief Executive Officer of C3D, all upon the “Board”). Executive shall also serve as Chairman terms 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 subject to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelectionconditions set forth herein. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect Subject to the Employer provisions of Article 5.13, Employee acknowledges and its subsidiaries agrees that Employee may be required, without additional compensation, to perform services 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 (including such business entities hereinafter individually and collectively, "Affiliates") and to accept such office or position with respect to 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 hiring nature of such duties is not inconsistent with Employee's position hereunder. Employee shall comply with all applicable written policies of C3D 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 committeesAffiliates. It is understood and agreed that, notwithstanding Notwithstanding the foregoing, the Board and its committees will have the right to request information fromnothing contained herein shall preclude Employee from receiving securities in, ask questions or from participating in any option plans of, have access any Affiliates. 1.2 During the term of this Agreement, C3D agrees to provide all reasonable assistance and otherwise interact support to Employee in all respects with senior executives furtherance of Employee's goals detailed in Exhibit A to this Agreement. Employee 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 shall, except during periods of vacation, sick leave, or other than Executive in connection 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 Employee's duties hereunder) to the faithful and diligent performance of his duties and responsibilities. 1.4 During the term of this Agreement, it shall not be a violation of this Agreement for Employee to serve as an officer or director of a cooperative apartment, or civic or charitable organization or committee (including, 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 Board’s and its committees’ performance of their duties. Executive Employee's duties hereunder. 1.5 Employee's services shall report solely be regularly performed primarily from Employee's office in Dallas, Texas and directly at such locations and subject to such travel requirements as reasonably necessary to the Board. Executive’s performance of Employee's duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyherein.

Duties. During The Executive’s services hereunder will be provided on the Employment Period, Executive shall be employed in the business basis of the Employer following terms and its affiliates. Executive shall serve conditions: (a) Reporting directly to 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 andCompany, for so long as so elected, shall the Executive will serve as Chief Financial Officer; (b) The Executive will be responsible for setting and managing the Chairman Company’s financial processes and 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 Board Company’s contracted IT service provider, tracking cash flow and all aspects of Directors of financial planning and reporting, analyzing the Employer (the “Board”). Executive shall also serve as Chairman Company’s financial strengths and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of weaknesses and proposing corrective actions, in 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)case, subject to supervision any applicable law and to instructions provided by the Board 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 its committees. It is understood employees) located in Belleville, Ontario, Canada. (c) The Executive will faithfully, honestly and agreed thatdiligently 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 satisfaction of the Company, notwithstanding acting reasonably, and the foregoingExecutive will provide any other services not specifically mentioned herein, but which by reason of the Executive’s capability, the Board Executive knows or ought to know to be necessary to ensure that the best interests of the Company are maintained. (d) The Executive will assume, obey, implement and its committees 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 have report 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 results of their duties. Executive shall report solely and directly his duties hereunder to the Board. Executive’s duties and authority shall be commensurate with his position Company as Chairman and CEO of the Employer as a publicly traded companyit may request from time to time.

Duties. (a) During the Employment PeriodTerm, Employee agrees to serve Employer as its President, Chief Executive Officer, and Chairman of its Board reporting to the Board, 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 employed 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 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 electedorganization in question, shall serve as the Chairman of the Board of Directors of the an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 2 are hereinafter referred to as the “BoardServices.”). Executive shall also serve as Chairman (b) During the Term, Employee will devote his full business time and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period attention to, and use commercially reasonable his good faith efforts to cause his reelection. Executiveadvance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee’s rights to engage in passive investment activities, to serve on the boards of directors of other entities (so long 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 such activities are not violative of all executives and deciding which such executives shall report solely and directly to himSection 6), subject or to supervision by the Board engage in civic, charitable 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 Employer as a publicly traded companysimilar activities.

Duties. During (a) The Company hereby agrees to employ Executive as its President, reporting to the Employment PeriodCompany’s Chief Executive Officer. Executive agrees that he will perform all lawful duties assigned to him by the Company, Executive shall be employed and will serve with no additional compensation in the business any other office or position of the Employer Company and its affiliates. Executive shall serve Affiliates (as defined below) as reasonably determined by the Employer as a senior corporate executive of the Employer and shall have the title of Chairman and Company’s Chief Executive Officer (“CEO”) of or the Employer and, for so long as so elected, shall serve as the Chairman of the Company’s Board of Directors of the Employer (the “Board”). Executive agrees that he will devote his full attention, time, and effort to the business and affairs of the Company and its Affiliates and that he makes a full commitment to the 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 efforts to promote the interests of the Company and its Affiliates. Executive shall also continue to serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries a member of the Employer that he so requestsBoard as of the Effective Date. The Employer Company shall cause 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 be nominated for reelection expire. (b) Executive will perform his duties diligently and competently and shall act in conformity with all Company policies, and within the limits, budgets and business plans set by the Company. Executive will at all times comply with all applicable laws pertaining to the Board at performance of this Agreement, and strictly adhere to and obey all of the expiration rules, regulations, policies, codes of each then current term ending during the Employment Period conduct, procedures and use commercially reasonable efforts instructions in effect from time to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect time relating to the Employer and its subsidiaries (including with respect to conduct of executives of 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 committeesCompany. 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 Except as provided in all respects with senior executives other than Executive in connection 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 its 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 their dutieshis 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 report solely and directly to 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. Executive’s duties 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 authority shall be commensurate with his position as Chairman and CEO of any partnership, joint venture, unincorporated association or limited liability company in which the Employer as Company has a publicly traded companydirect or indirect ownership interest.

Duties. (a) During the Employment PeriodTerm, Executive you shall be employed in serve and the business Company shall employ you as the Vice President and General Manager, Power Electronics Division, of the Employer Company, with such executive duties and its affiliates. Executive shall serve responsibilities consistent with such positions and stature as 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 andCompany may from time to time determine. Your duties may be changed at any time and from time to time hereafter, for so long as so electedupon mutual agreement, shall consistent with the office or offices in which you serve as deemed necessary by the Chairman Chief Executive Officer of the Company. You shall report to, and act under the general direction of, the Chief Executive Officer of the Company. You shall 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 duties consistent with the office or offices in which you are serving from time to time and those responsibilities as may from time to time be prescribed by the Board of Directors. You also agree to serve as an officer and/or director of the Company and/or any of the Company's other direct or indirect subsidiaries, in all cases in conformity with the organizational documents and the policies of the Board of Directors of each such subsidiary, without additional compensation. You will review and agree to comply with the Employer (Company's then-current Code of Business Conduct to the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries same extent required for other United States-based employees of the Employer that he so requestsCompany. The Employer You will perform all of your responsibilities in compliance with all applicable laws. (b) During the Term, you shall cause Executive to be nominated for reelection devote your entire business time and energies during normal business hours to the Board at business and affairs of the expiration of each then current term ending during the Employment Period Company and use commercially reasonable efforts to cause his reelectionits subsidiaries. Executive, as Chairman and CEO, Nothing in this Section 3 shall be principally responsible for all decision-making construed as prohibiting you from investing your personal assets in businesses in which your participation is solely that of a passive investor in such form or manner as will not violate Section 5 hereof or require any services on your part in the operation or affairs of those businesses. You may also participate in philanthropic or civic activities as long as they do not materially interfere with respect to your performance of your duties hereunder. Service on any board of directors other than those of the Employer Company 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)must be approved, subject to supervision in advance, by the Board and its committees. It is understood and agreed thatof Directors of the Company. (c) During the Term, 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 you shall report solely and directly be subject to the Board. Executive’s duties Company's rules, practices and authority shall be commensurate with his position as Chairman and CEO of policies applicable to the Employer as a publicly traded companyCompany's senior executive employees.

Duties. 4.1 The Executive shall serve the Company as Chief Executive Officer of the combined global operations and companies of the business known as “Ingeus”. 4.2 During the Employment PeriodAppointment the Executive shall: (a) perform duties as are consistent with the Executive’s skills or position. The Company may 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 Executive’s job title, Executive shall be employed in job duties or responsibilities; (b) unless prevented by Incapacity, devote the whole of her working time, attention and abilities to the business of the Employer Company and its affiliates. any other Group Company, save that the Company hereby agrees that the Executive shall serve may undertake such other activities including but not limited to charitable and speaking engagements as the Employer as a senior corporate executive Board consents to (such consent not to be unreasonably withheld) that do not interfere with the discharge of the Employer Executive’s duties to the Company; (c) diligently exercise such powers and shall have perform such duties as may from time to time be assigned to her by the title board of Chairman any other Group Company; (d) comply with all reasonable and lawful directions given to her by the Board or the 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 Parent; (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEOe) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection promptly make such reports to the Board at or the expiration Chief Executive Officer 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 Parent in connection with the Board’s affairs of the Company or any other Group Company on such matters as she is aware (and its committees’ performance responsible) and at such times as are reasonably required; (f) report her own wrongdoing and any wrongdoing or proposed wrongdoing of their duties. 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 electronic communications systems for the purpose of ensuring that the Company's rules are being complied with and for legitimate business purposes; (i) if requested, act as a director of the Company and act as a director, officer or consultant of any Group Company as appointed from time to time; (j) comply with the 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 report solely comply with the Company's anti-corruption and directly bribery policy and related procedures at all times, provided those policies are lawful and accessible to the BoardExecutive 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 any data or documents (including copies) produced, maintained or stored on the Company's or any Group other Company’s duties and authority shall be commensurate with his position (as Chairman and CEO applicable) computer systems or other electronic equipment (including mobile phones), remain the property of the Employer as a publicly traded companyCompany.

Duties. During the Employment PeriodTerm, Executive shall be employed in the business of the Employer and its affiliates. Executive Employee shall serve as the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of the Employer and, Company and shall perform tasks reasonably assigned to him from time to time by officers and/or directors of BPMC. The Employee shall be responsible for so long as so electedthe day-to-day management of the Company, shall serve use his best efforts to maintain key employees of the Company who perform in accordance with the Company's requirements and shall perform the functions identified on Exhibit "A" attached hereto, provided that, except as otherwise directed by the Chairman 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. Subject to the reasonable control of the Board of Directors of the Employer (Company, the “Board”). Employee shall have such powers and duties as generally pertain to a Chief Executive shall also serve Officer and President, together with such other rights, responsibilities and duties 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 may be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision reasonably conferred upon him by the Board of Directors of the Company consistent with his status as President and its committeesChief Executive Officer. It is understood The Employee shall devote his full business time 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 energies to the Boardbusiness and affairs of the Company, BPMC and their affiliates and shall use his best efforts, skills and abilities to promote the interests of the Company, BPMC and their affiliates and to diligently and competently perform the duties of his position. Executive’s duties and authority Work performed by the Employee hereunder shall be commensurate with performed by the Employee primarily at the Company's premises, except for travel as may be reasonably necessary for the Employee to perform his position as Chairman duties hereunder and CEO of for the Employer as a publicly traded companyEmployee to attend monthly or semi-monthly meetings at BPMC's executive offices.

Duties. During the Employment PeriodTerm, the Executive shall devote his full business attention and time to the business and affairs of the Company and shall use his reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing 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 responsibilities as an employee of the Company in accordance with this Agreement or otherwise violate the Executive's obligations hereunder. The Executive shall be employed in subject to the business AT&T Non-Competition Guideline, as the 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 Employer Non-Competition Guideline, and its affiliatesthat 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 Employer as a senior corporate executive Corporate Secretary of Company (the "Corporate Secretary") and obtaining the consent of the Employer Corporate Secretary to such service, and in any event he shall have the title not serve on any board or committee of Chairman and Chief Executive Officer (“CEO”) an entity that is a competitor of the Employer and, for so long as so elected, shall serve as Company within the Chairman meaning of the Board of Directors Non-Competition Guideline. The Executive hereby represents to the Company that he has previously informed the Corporate Secretary of the Employer (boards and committees on which he presently serves, and has obtained the “Board”). Executive shall also serve as Chairman Corporate Secretary's consent to his remaining a member of such boards and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded company.

Duties. During the Employment PeriodTerm, the Executive shall be employed render the services described herein to IAC, on the terms and conditions set forth in the business this Agreement. The Executive’s duties shall consist of high-level activities consistent with past practice primarily involving major transactions and oversight of IAC Group Legal, Financial and Mergers & Acquisitions, participation in Office of the Employer Chairman meetings (in person or otherwise) and its affiliates. Executive shall serve providing advice to 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, Officer. Executive shall continue to serve as Vice-Chairman of IAC during the Term. During the Term, Executive shall devote such time, attention and efforts as shall be necessary to fulfill his duties and responsibilities hereunder (as reasonably requested or determined by the Chairman of the Board IAC). IAC acknowledges that Executive also serves (and currently intends to continue to serve) as Vice Chairman of Directors of the Employer Expedia, Inc. (the “BoardExpedia”) and Ticketmaster Entertainment Inc. (and any successor thereto, “Ticketmaster”). Executive agrees that the Executive’s duties to the IAC Group shall also serve as Chairman and CEO (or be the closest equivalent positions if not called Chairman or CEO) of all subsidiaries Executive’s first priority among his business activities. Neither any of the Employer that he so requests. The Employer shall cause activities undertaken by Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executivebehalf of Expedia nor Ticketmaster, as Chairman and CEOif applicable, shall be principally responsible for deemed competitive with the IAC Group. In 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 foregoingcases, the Board remainder of the Executive’s business time shall be devoted to other personal activities 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 interests that are not competitive with the BoardIAC Group. During the Term, the Executive’s and its committees’ performance of their duties. services shall be performed in person at IAC’s offices only as necessary or preferable (it being understood that the Executive shall report solely and directly be permitted to spend at least 50% of his time during the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of Term in the Employer as a publicly traded companyLos Angeles metropolitan area).

Duties. During (a) Executive shall perform such duties and functions consistent with her position as Executive Vice President, General Merchandise Manager, and/or as the Employment PeriodBoard of Directors of the Company shall from time to time determine and Executive shall comply in the performance of her duties with the policies of, and be subject to the direction of, the Board of Directors. (b) At the request of President or the Board of Directors, Executive shall be employed serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the business performance of the Employer and its affiliates. such duties, Executive shall serve comply with the Employer as a senior corporate executive of the Employer directives 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 policies of the Board of Directors of each such subsidiary or affiliate. (c) During the Employer (the “Board”). Term of this Agreement, Executive shall also serve as Chairman devote substantially all of her time and CEO (or attention, vacation time and absences for sickness excepted, to the closest equivalent positions if not called Chairman or CEO) of all subsidiaries business of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. ExecutiveCompany, as Chairman and CEO, shall be principally responsible for all decision-making with respect necessary 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 fulfill her duties. Executive shall report solely perform the duties assigned to him with fidelity and directly to the Boardbest of her ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive’s performance of her duties hereunder and authority do not violate Section 10 hereof. (d) The principal location at which the Executive shall perform her duties hereunder shall be commensurate with his position at the Company’s offices in Canton, Massachusetts or at such other location as Chairman and CEO may be designated from time to time by the Board of Directors of the Employer Company. Notwithstanding the foregoing, Executive shall perform such services at such other locations as a publicly traded companymay be required for the proper performance of her duties hereunder, and Executive recognizes that such duties may involve travel.

Duties. During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive The Employee shall serve the Employer Corporation as a senior corporate executive member of the Employer its Board of Directors and shall have hold the title offices of Chairman President and Chief Executive Operating Officer (“CEO”) of the Employer and, for so long as so elected, and shall serve in such other executive capacity as may be reasonably determined by the Board of Directors and is reasonably acceptable to him. The Employee shall be responsible for all business units and functional units, other than Engineering, Corporate Product Management, Corporate Marketing and Legal, provided that the Chairman of the Board shall continue to be responsible for the special Olympic project and direction of the Corporation's community and philanthropic activities. The Employee shall perform such executive, administrative and other services and duties as are incidental to the offices he holds and as may, from time to time, be assigned to him by the Board of Directors of the Employer (the “Board”)Corporation or a committee thereof. Executive shall also The Employee further agrees to serve as Chairman and CEO (an officer and/or director of any parent, subsidiary or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries affiliate of the Employer Corporation, upon request by the Board of Directors of the Corporation or a committee thereof. It is the intention of the parties that he so requeststhe Employee will become Chief Executive Officer no later than September 1, 1996 and shall thereafter be responsible for the general management of the affairs of the Company, subject to the control of the Board of Directors. The Employer Employee shall cause report to the Chairman of the Board until he becomes Chief Executive Officer and thereafter he shall report to the Corporation's Board of Directors. During the term of this Agreement, the Employee shall devote substantially all of his business time, attention and energies to the business of the Corporation. Neither the Employee's participation in other businesses, as a director or otherwise, with the approval of the Corporation's Board of Directors (which approval shall be nominated for reelection deemed to include the Board of Directors not objecting to such participation following disclosure thereof to the Board at of Directors by Employee, and which approval may not subsequently be withdrawn without cause) nor the expiration of each then current term ending during the Employment Period Employee's engaging in charitable activities and use commercially reasonable efforts to cause community affairs or managing his reelection. Executive, as Chairman personal investments and CEO, affairs shall be principally responsible for all decision-making with respect deemed to contravene 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 Employer as a publicly traded companyforegoing provision.

Duties. During the Employment Period, (a) Executive shall be employed in by Company as the business Company's President and Chief Executive Officer. In such capacity, Executive shall have supervision and control over, and responsibility for, the general management and operation of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer Company, and shall have the title of Chairman such other powers and Chief Executive Officer (“CEO”) of the Employer and, for so long duties 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 Company may from time to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the Board and its committees. It is understood and agreed time prescribe; provided that, notwithstanding the foregoing, the Board such powers 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 duties are consistent with the Board’s and its committees’ performance of their duties. Executive shall report solely and directly to the Board. Executive’s 's then present duties and authority shall be commensurate with his position as Chairman and CEO the Company's senior executive officer in charge of the Employer general management of the Company. (b) Nothing contained herein shall be construed so as to prohibit Executive from performing such other or additional duties or responsibilities, and exercising such other or additional authority in furtherance of the goals of the Company, as the Executive and the Board of Directors of the Company shall from time to time agree upon. (c) Executive shall devote such portion of his business time and attention as is necessary to appropriately and efficiently discharge his duties and responsibilities as herein set forth. If Executive so discharges his duties he may engage in other business and civic activities, in addition to those relating to the Company's business, if such activities are not otherwise prohibited by the terms of this Agreement. (d) During Executive's employment hereunder, Executive shall not be required to relocate his principal residence from his current location as a publicly traded companyresult of the Company moving its principal executive offices or the Executive's office to an address greater than twenty (20) miles away from the Company's principal executive offices (or the Executive's office) at the Effective Date and shall not be required to perform services which could make the continuance of Executive's principal residence in such location unreasonably difficult or inconvenient for Executive except to the extent that the performance of such services (and travel) is commensurate with Executive's duties specified hereunder.

Duties. During (a) Employee shall have the title, duties and 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 PeriodAgreement) (b) Employee agrees to do and perform all such acts and duties faithfully and diligently and to furnish such services as the Chairman of the Board may from time to time direct, Executive shall be employed and do and perform all acts in the ordinary course of business of the Company (within such limits as the Company may prescribe) necessary and conducive to the best interest of the Company. (c) Employee agrees to devote his full time, energy and skill to the business of the Employer Company and its affiliates. Executive shall serve to the Employer as a senior corporate executive promotion of the Employer best interests of the Company and shall have the title performance of Chairman his duties as President and Chief Executive Officer (“CEO”) of the Employer and, for so long Company; provided that the Employee shall not (to the extent not inconsistent with paragraphs 3(d) and 10(b) below) be prevented from (a) serving as so elected, shall serve as the Chairman a director of any corporation consented to in advance by resolution of the Board of Directors of the Employer 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 “Board”). Executive shall also serve as Chairman and CEO (operation or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries affairs of the Employer that he so requests. The Employer shall business in which such investments are made which would detract from or interfere or cause Executive a conflict of interest with performance of his duties hereunder. (d) Employee agrees to be nominated for reelection observe policies and procedures of the Company in effect from time to time applicable to employees of the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. ExecutiveCompany including, as Chairman and CEOwithout limitation, shall be principally responsible for all decision-making policies with respect to the Employer employee loyalty and its subsidiaries (including with respect to the hiring and dismissal prohibited conflicts 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 Employer as a publicly traded companyinterest.

Duties. (a) The Company agrees to continue to employ the Executive and the Executive agrees to continue to be employed by the Company for the Term of Employment (hereinafter defined). During the Employment PeriodTerm of Employment, the Executive shall be employed in shall: (i) have the business title and the duties of Chief Financial Officer of the Employer Company, overseeing all financial operations of the Company; and its affiliates. (ii) report directly to the Chief Executive Officer of the Company. (b) In addition, the Executive shall serve the Employer as a senior corporate executive director and/or officer of such of the Employer and shall have subsidiaries of the title of Chairman and Company as the Chief Executive Officer (“CEO”) of the Employer andCompany and the Executive shall deem appropriate. (c) Subject to the provisions of Section 7(c) hereof, for so during the Term of Employment the Executive shall devote substantially all of his business time and attention and give his best efforts and skill to furthering the business and interests of the Company and to the performance of such executive duties as the Chief Executive Officer of the Company may determine, from time to time, consistent with the Executive's position as Chief Financial Officer of the Company and the terms of this Agreement; provided, however, that nothing herein shall prevent the Executive from (i) owning not more than five (5%) percent of the outstanding stock of any publicly held corporation; (ii) acting as trustee of personal trusts; (iii) serving on up to three (3) boards of directors or trustees; and (iv) investing his personal assets, as long as so electedthese activities comply with the Company's policies, shall serve as do not compete with 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 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 Company and its subsidiaries (including with respect to affiliates and do not impair the hiring and dismissal performance by Executive 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 his duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyhereunder.

Duties. 3.1 During the Employment Period, Appointment the Executive shall be employed in devote such of his time and attention to the business 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 Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer Company and shall have obey all reasonable and lawful directions given to him by or under the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, for so long as so elected, shall serve as the Chairman authority of the Board of Directors of provided that: (a) the Employer (the “Board”). Executive shall also serve as Chairman and CEO when undertaking duties for Insignia only take instructions from the board of directors of Insignia; and (or b) Insignia shall use reasonable endeavours to nominate 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 appointed to the 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 reelection 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 Board at of Insignia on any matters concerning the expiration affairs of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, Insignia or REGL or any other Group Company as Chairman and CEO, shall it or they may reasonably require. 3.3 If there should be principally responsible for all decision-making with respect any conflict between ▇▇▇▇▇▇▇▇'s instructions to the Employer Executive hereunder and its subsidiaries (including with respect ▇▇▇▇'s instructions 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 REGL Agreement or the Board. Executive’s 's fiduciary duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companydirector of REGL, Insignia will resolve with same so that the Executive is not placed in a position where he cannot comply both with the requirements of this Agreement and the REGL Agreement.

Duties. During the Employment Periodcontinuance of his employment as Chief Executive and Managing Director of the Company, the Executive shall will: 3.1.1 provide his services to and be employed in responsible for the management and operation of the affairs and business of the Employer Company and its affiliates. Executive shall serve the Employer as a senior corporate executive each of the Employer 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 have the title of Chairman and Chief Executive Officer (“CEO”) be subject to approval of the Employer and, for so long Remuneration Committee; 3.1.3 perform such duties as so elected, shall serve 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 Chairman decisions of the Board of Directors provided that such duties are consistent with the Executive’s position as the Chief Executive and Managing Director of the Employer (Group; 3.1.5 in all respects comply with the “Board”). Executive shall also serve as Chairman reasonable and CEO (lawful directions given by or under the closest equivalent positions if not called Chairman or CEO) of all subsidiaries authority of the Employer that he so requests. The Employer 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 cause Executive be necessary to perform his duties under this Agreement; 3.1.8 subject to removal as permitted under this Agreement or pursuant to the Articles of Association of the Company or by law, be entitled to be nominated for reelection a director of the Company during the continuance of this Agreement; and 3.1.9 refer to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyCompany all matters which require Board approval.

Duties. 3.1 During the Employment Period, 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 duties for the time being are contained in Schedule 1 to this Agreement. 3.2 The Executive may be employed required in pursuance of his duties hereunder: (a) to perform services not only for the Company but also for any of the Group Companies provided that such services are commensurate with his status and without further remuneration (except as otherwise agreed) to accept such offices in any of the Group Companies as the Company may from time to time reasonably require; (b) to work at the Company’s principal place of business in London or such other location in the business of United Kingdom as may be agreed between the Employer parties; (c) to travel to such places whether in or outside the United Kingdom by such means 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 on such occasions as the Chairman of Board and/or the Board of Directors of the Employer holding company may from time to time reasonably require; (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEOd) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection make reports to the Board at and/or the expiration Board of each then current term ending during its holding company on any matters concerning the Employment Period and use commercially reasonable efforts affairs of the Company 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 cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect any argument that this statutory maximum does not apply to the Employer and its subsidiaries (including with respect 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 statutory maximum. If the statutory maximum does apply to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision Executive then either party may end the agreement in this clause that the Executive may work more than the statutory maximum 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 giving to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyother party not less than 3 months’ notice.

Duties. During the Employment PeriodTerm (as defined below), Executive Employee shall be employed as Senior Vice President of Engineering of Employer. Employee shall report to the Chief Operating Officer of Employer. Employee agrees to diligently and honestly exercise his business judgment in the business discharge of the Employer duties as are customary to this position as those duties are determined from time to time by the Chief Operating Officer and its affiliates. Executive shall serve to fully comply with all laws and regulations pertaining to the Employer as a senior corporate executive performance of the Employer and shall have the title this Agreement, all ethical rules, Employer's Code of Chairman and Chief Executive Officer (“CEO”) of the Employer and, Business Conduct & Ethics for so long as so elected, shall serve as the Chairman Members of the Board of Directors and Executive Officers as well as any and all policies, procedures and instructions of the Employer Company including, but not limited to, the provisions of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Employee agrees to devote his full work time and best efforts to the performance of the duties as an employee of Employer; provided, however, that Employee shall not be precluded from engaging in non-profit activities (such as serving on the boards of trade and industry associations, or religious, charitable or other community organizations), as long as such activities do not unreasonably interfere with Employee's duties and responsibilities as Senior Vice President of Employer. Employee will not, during the Term, directly or indirectly, engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without the prior written consent of the Employer. Employee shall also comply with all reasonable rules and regulations and policies now in effect or as subsequently modified, governing the conduct of Employer's employees, including policies relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reporting obligations intended to comply with the Securities Exchange Act of 1934, as amended (the “Board”"Exchange Act"). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded company.

Duties. During the Employment Period, Executive The duties of Employee shall be employed in as determined by the business Employer's Board of Trustees ("Board") and Employee will adhere to the policies and procedures of the Employer. The President shall have charge of the administration of the Employer under the direction of the Board. Employee shall be deemed to be the Chief Executive Officer for the Board. In addition to Employee's other duties set forth herein, Employee shall recommend the selection of, and its affiliates. Executive shall serve the Employer as a senior corporate executive direct and assign teachers and other employees of the Employer under Employee's supervision. Further, Employee shall organize and direct the administrative and supervisory staff; Employee shall have make recommendations to the title Board concerning the budget, building plans, and location of Chairman educational and Chief Executive Officer (“CEO”) ancillary support sites; Employee shall direct the keeping of all records and accounts and aid in the preparation of all reports as required by the Board; Employee shall recommend rules, regulations, policies and procedures deemed necessary for the welfare of the Employer Employer; and, for so long in general, Employee shall perform all other duties incident to the office of President of the College as so electedmay be prescribed by the Board from time to time. Such duties to be performed by the President shall be consistent with duties normally and customarily performed by presidents of community colleges and in conformance with the Illinois Public Community College Act. In endeavoring to perform the duties as set forth under this Section, shall serve as the Chairman Employee agrees to maintain an open dialogue and communication with the Members 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 in order to be nominated for reelection to provide the Board at with information and the expiration benefit 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 Employee's professional administrative expertise with respect to the Employer operation and its subsidiaries (including with respect administration of the College so as to develop, ▇▇▇▇▇▇ and enhance 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 ability of the Employer to fulfill its duties to its constituents, including the students, faculty and support staff of the College. In order to fulfill Employee's duties as a publicly traded companyprovided for herein, Employee agrees to implement policies and actions designed to accomplish those objectives outlined in the College’s then-current strategic plan, and his performance will be measured, in part, against his ability to achieve the same.

Duties. During The Executive agrees that during the Employment Period, the Executive shall be employed in will devote his full business time, energies and talents to serving as the business Executive Vice President – Chief Financial Officer and Treasurer of the Employer and its affiliates. Executive shall serve Company, at 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 direction of the Board of Directors of the Employer Company (the “Board”) and the President and Chief Executive Officer of the Company (the “CEO”). The Executive shall also serve have such duties and responsibilities 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 may be nominated for reelection assigned to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts Executive from time 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 time by the Board and its committees. It is understood and agreed thatCEO, 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 which duties and authority responsibilities shall be commensurate with his position as Chairman Executive’s position, shall perform all duties assigned to the Executive faithfully and efficiently, subject to the direction of the Board and CEO and shall have such authorities and powers as are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Employer Executive hereunder. The Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, the Executive shall be nominated to serve as member of the Board subject to the election of the shareholders. Notwithstanding the foregoing, during the Employment Period, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a publicly traded companycharitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with or conflict with the Executive’s duties under this Agreement or conflict in any material way with the business of the Company and its Affiliates; provided, however, that the Executive shall not serve on the board of directors of any business (other than the Company or its Affiliates) or hold any other position with any business without receiving the prior written consent of the Board.

Duties. (a) The Bank or Bancorp and Executive hereby agree that, subject to the provisions of this Agreement, the Bank 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 Term of this Agreement. (b) During the Employment PeriodTerm hereof, Executive shall be employed in devote substantially all of his or her business time, attention, skill and efforts to the faithful performance of the business of the Employer Bank and its affiliatesBancorp to the fullest extent necessary to properly discharge his or her duties and responsibilities hereunder. Executive Executive's position and duties with the Bank and Bancorp shall serve be as identified from time to time by the Employer as a senior corporate executive Boards of Directors of the Employer Bank and shall have Bancorp. Further, with the title of Chairman and Chief Executive Officer (“CEO”) prior approval of the Employer andBoard, for so long as so electedfrom time to time, shall serve as Executive may serve, or continue to serve, on the Chairman 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 Bank and Bancorp and will not unfavorably affect the performance of Executive’s duties pursuant to this Agreement. Subject to the provisions of the Bank’s and Bancorp’s code of conduct, nothing contained herein will be deemed to limit the ability of Executive to make passive investments. (c) In addition, to the extent permitted by law and consistent with the oversight responsibilities of the Board of Directors , Executive shall have the full authority and support of the Employer (the “Board”). Executive shall also serve as Chairman Board of Directors to hire and CEO (or the closest equivalent positions if not called Chairman or CEO) of fire all subsidiaries officers and employees of the Employer that he so requests. The Employer shall cause Executive Bank and Bancorp from time to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companytime.

Duties. During Executive agrees that during the Employment Period from and ------ after the Effective Date, while Executive is employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the President and Chief Executive Officer of the Company and the Parent, at the direction of the Board. Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Board, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the 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 principal place of business unless the nature of such duties requires otherwise. So long as Executive is the Chief Executive Officer of the Parent, he shall be serve as member of the Board and if the Parent forms an Executive Committee of the Board, Executive shall serve as a member of such committee. Notwithstanding the foregoing, during the Employment Period, Executive shall be employed may devote reasonable time to activities other than those required under this Agreement, including activities involving professional, charitable, educational, religious and similar type activities to the extent such activities do not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Employer Parent, the Company and its their respective affiliates. ; provided, however, that Executive shall not serve on the Employer as a senior corporate executive board of directors of any business (other than the Parent or the Company) or hold any other position with any business without receiving the prior written consent of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the Employer andBoard, 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 which consent may not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyunreasonably withheld.

Duties. During the Employment Period, Executive shall be employed in the business As of the Employer and its affiliates. Effective Date, the Executive shall serve the Employer Company and BJ’s Wholesale Club Holdings, Inc. as a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) to serve in such capacity or other capacities consistent therewith, as the most senior executive officer of the Employer andCompany and BJ’s Wholesale Club Holdings, for so long Inc., as so elected, shall serve as the Chairman of designated by the Board of Directors of the Employer BJ’s Wholesale Club Holdings, Inc. (the “BoardBoard of Directors”)) from time to time. During the term of this Agreement, the Executive shall also serve as Chairman the Company faithfully, diligently and CEO (or to the closest equivalent positions if not called Chairman or CEO) best of his/her ability and shall devote substantially all subsidiaries of his/her business time, energy and skill to the affairs of the Employer Company 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 he so requests. The Employer shall cause the Executive to be nominated for reelection may upon disclosure to the Board at of Directors: (i) serve as a member of not more than one for-profit board of directors so long as the expiration Executive receives prior written permission from the Board of each then current term ending during Directors (it being acknowledged that the Employment Period and use commercially reasonable efforts Executive has received such permission to cause his reelection. 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, as Chairman and CEO, shall be principally responsible for all decision-making with respect ’s duties to the Employer Company and its subsidiaries (including with respect to iii) make passive investments where the hiring Executive is not obligated or required to, and dismissal of all executives and deciding which such executives shall report solely and directly to him)not in fact, subject to supervision by the Board and its committeesdevote any managerial efforts. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will The Company shall 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 limit 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 participation in any of the Employer as a publicly traded companyforegoing endeavors if the Board of Directors believes, in its sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement.

Duties. During Employee accepts employment with the Employment Period, Executive Company on the terms and conditions set forth in this Agreement. Employee agrees to devote substantially all of Employee's working time during the term of this Agreement to the performance of Employee's duties under this Agreement. Employee shall be employed responsible for exercising management direction and control of the activities associated with the construction of the AT&T System (as defined in the business Fiber Optic System Agreement No. 4569177 between AT&T Corp. and ▇▇.▇▇▇ Corp.), and performing such other duties consistent with prior duties as may be determined by the Board of Directors of the Employer Company. In performing duties, Employee shall be subject to the direction 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 control of the Board of Directors of the Employer (Company. Employee acknowledges that all policy making functions will be determined by the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) Board of all subsidiaries Directors of the Employer Company and executive officers of the Company and that he so requestsEmployee's authority will be limited to the implementation of the policies. Employee shall perform Employee's duties faithfully, intelligently, diligently, to the best of Employee's ability and in the best interests of the Company. The Employer shall cause Executive to be nominated for reelection Company acknowledges that, to the Board at extent not inconsistent with Section 5, Employee may serve on the expiration boards of each then current term ending directors or other governing body of other companies, including charitable entities; provided that if a company is a competitor of the Company, Employee will not serve on the board of directors of that competitor without obtaining the prior written consent of the Company. In addition, the Company acknowledges (a) that Employee shall have the right (i) to pursue Employee's interest in The ▇▇▇▇▇▇▇ LLC and its affiliates, (ii) to continue Employee's "of counsel" relationship with Olshan, Grundman, Frome, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, (iii) to act as a consultant to certain companies whose businesses are not competitive with the business of the Company, and (iv) monitor and pursue Employee's private investments, and (b) that provided Employee does not spend more than 20% of Employee's working time 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 term of this Agreement with respect to such ventures, the Employer pursuit of such ventures by Employee shall not be a breach of this Agreement. Finally, the Company acknowledges that Employee may be required to devote time and attention to certain matters related to GST Telecommunications, Inc. and its subsidiaries (including with respect affiliates, limited solely to litigation matters, and agrees that the hiring and dismissal pursuit of all executives and deciding which such executives matters 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 not be a breach 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 Employer as a publicly traded companythis Agreement.

Duties. During the Employment Period, 2.1 The Executive shall at all times during the Employment: 2.1.1 unless prevented by ill health and except during holidays taken in accordance with this Agreement, devote the his working time (as detailed in clause 3.1) attention and skill to his duties under this Agreement; 2.1.2 faithfully, diligently and competently perform the duties and exercise such powers attaching to his office or which are reasonably from time to time assigned to or vested in him and exercise the powers consistent with them; 2.1.3 if and so long as the Company requires and without further remuneration carry out his duties on behalf of any Group Company and act as a director or officer of any Group Company and shall exercise his duties for such Group Company on like terms as for the Company under this Agreement; 2.1.4 obey all lawful and reasonable directions of the Board, observe such reasonable restrictions or limitations as may from time to time be employed imposed by the Board upon the Executive’s performance of his duties and implement and abide by any relevant Company or Group policy which may be promulgated or operated in practice from time to time; 2.1.5 use all his reasonable endeavours to promote develop and extend the interests and business of the Employer Group and its affiliates. shall not do or willingly permit to be done anything which is harmful to those interests, declaring that the pursuance by the Executive shall serve the Employer as a senior corporate executive of the Employer and activities specified in Clause 10.2 shall have not be a breach of either this sub-clause or this Agreement; 2.1.6 keep the title of Chairman and Chief Executive Officer Board fully informed (“CEO”in writing if so requested) of his conduct of the Employer and, for so long as so elected, shall serve business or affairs of the Company and the Group and provide such explanations as the Chairman Board or any member of the Board may require; and 2.1.7 in the event that he is in breach of Directors any of the Employer (terms of this Agreement, immediately disclose the “Board”). breach to the Company 2.1.8 comply with all rules regulations policies and procedures of the Company or the Group from time to time in force. 2.2 The Executive shall also serve as Chairman and CEO (not without the prior consent of the Board: 2.2.1 incur on behalf of the Company or the closest equivalent positions if not called Chairman or CEO) Group any capital expenditure in excess of all subsidiaries such sum as may be authorised from time to time by resolution of the Employer that he so requests. Board; 2.2.2 enter into on behalf of the Company or the Group any commitment contract or arrangement otherwise than in the normal course of business or which is outside the scope of his normal duties or which is of an unusual or onerous or long term nature; 2.2.3 engage any person on terms which vary from those established from time to time by resolution of the Board; or 2.2.4 dismiss any employee of the Company or the Group without giving proper notice or without following the statutory disciplinary procedure. 2.3 The Employer shall cause Company may at any time appoint any other person to act jointly with the Executive to be nominated for reelection in performing his duties without loss of status to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded company.

Duties. During the Employment PeriodTerm, Executive shall be employed in the business serve as Chairman of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman Board, President and Chief Executive Officer (“CEO”) of the Employer and, Company. Executive shall perform such services and duties prescribed for so long such positions by the Company's By-laws and as so elected, shall serve are otherwise incident to such positions and such other services and duties not inconsistent with such positions as the Chairman of may be determined from time to time by the Board of Directors of the Employer Company (the “"Board”"). Subject to the terms and conditions of this Agreement, Executive shall also serve as Chairman devote his full business time, attention and CEO (or skills, to the closest equivalent positions if not called Chairman or CEO) best of all subsidiaries his abilities, to the performance of such services and duties, and use his best efforts to promote the interests of the Employer that he so requestsCompany and its subsidiaries, as well as Viskase Companies, Inc. ("VCI"), of which the Company is a wholly-owned subsidiary. The Employer Company acknowledges (i) that Executive is the Chairman of the 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 "VCI Employment Agreement") and (ii) that Executive's performance under the VCI Employment Agreement shall cause 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 be located in the greater Chicago metropolitan area, and the Company shall not require Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. relocate from such area without 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 Employer as a publicly traded company's prior written consent.

Duties. During the Employment Periodterm of this Agreement, Executive shall Employee will be employed in by the Company to serve as Chief Executive Officer of the Company. The Employee will devote such amount of business time to the conduct of the business of the Employer Company as may be reasonably required to effectively discharge Employee’s duties under this Agreement and, subject to the supervision and its affiliates. Executive shall serve the Employer as a senior corporate executive direction 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 Company’s Board of Directors of the Employer (the “Board”). , will perform those duties and have such authority and powers as are customarily associated with the offices of a Chief Executive shall also serve as Chairman and CEO (or Officer of a Public company engaged in a business that is similar to the closest equivalent positions if not called Chairman or CEO) of all subsidiaries business of the Employer that he so requests. The Employer shall cause Executive Company, including (without limitation) (a) the authority to be nominated for reelection direct and manage the day-to-day operations and affairs of the Company, (b) the authority to hire and discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Board at Effective Date ascChief Executive Officer of the expiration Company; provided, however, that Employee will not be required to perform services for any affiliate of each then current term ending 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 Employment Period and use commercially reasonable efforts term of this Agreement, Employee will not be required to cause his reelectionperform 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 obligations of the Chief Executive Officer of the Company. 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 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 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 same manner as immediately prior to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO execution of the Employer as a publicly traded companythis Agreement.

Duties. During the Employment Period, Executive The Employee shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of the Employer andCompany, for so long as so elected, shall serve as reporting directly to the Chairman of the Board of the Company. As President and Chief Executive Officer, the Employee shall have overall, day-to-day management responsibilities of the Company, in addition to any specific related duties and responsibilities as may be assigned to him by the Chairman of the Board of the Company. Further, continued approval by the Board of Directors, the Employee shall continue to be a member of the Board of Directors of the Employer (Company, with full voting privileges, and shall serve in such capacity for the “Board”)Term of this Employment Contract. Executive The Employee shall also serve as Chairman devote substantially all of his business time, attention, and CEO (or energies to the closest equivalent positions if not called Chairman or CEO) of Company, shall act at all subsidiaries times in the best interests of the Employer that he so requests. The Employer Company, and shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending not during the term of this Employment Period and use commercially reasonable efforts to cause 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 reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to personal assets in any form or manner that will not require any services by Employee in the Employer and its subsidiaries (including with respect to operation of the hiring and dismissal affairs of all executives and deciding the business in which such executives investments are made; provided; however, that Employee shall report solely and directly not be permitted to him)make any investment in any business competing with the business of the Company. Further, subject to supervision notwithstanding the foregoing provisions, this Employment Contract shall not be construed as preventing the Employee from serving as a member of the board of directors of any company as long as such service has been approved by the Chairman of the Board and its committees. It is understood and agreed that, notwithstanding such service does not distract 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 Employee from his duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyhereunder.

Duties. During 4.1 Subject to Clause 6.1 below, the Employment Period, Executive shall be employed in the business position of [office] in which capacity he shall devote such time, attention and skill as is necessary in order to fulfill his duties hereunder, and shall at all times during such employment act in the interests of the Employer Company and its affiliates. Associated Companies, and shall faithfully and diligently perform such duties and exercise such powers consistent therewith as may from time to time be assigned to or vested in him by the Board or the Company. 4.2 The Executive shall serve fulfill the Employer as a senior corporate executive reasonable and lawful orders of the Employer and shall have Board, given by or with the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, for so long as so elected, shall serve as the Chairman authority of the Board provided such orders comply with recognizable pertinent ethical standards in effect at such time, and shall comply with all the Company's rules, regulations, policies and procedures from time to time in force. 4.3 The Executive may be required in pursuance of Directors of his duties hereunder to perform services not only for the Employer Company but also for any Associated Company and, without further remuneration (except as otherwise agreed), to accept any such office or position in any Associated Company which is consistent with his position with the “Board”). Executive shall also serve Company, as Chairman and CEO (the Board or the closest equivalent positions if Company may from time to time reasonably require, provided that such office and/or position does not called Chairman inhibit the Executive from performing his duties hereunder or CEO) of all subsidiaries of entail services which are well beyond his duties hereunder (in which event the Employer that he so requests. The Employer parties shall cause Executive mutually agree to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 acceptable additional remuneration in connection with such position and/or office). 4.4 The Executive will keep the Board’s [Chief Executive Officer/Board of Directors] promptly and its committees’ performance fully informed (in writing if so requested) 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 conduct of the Employer business or affairs of the Company and any Associated Company and provide such explanations as a publicly traded companythe [CEO/Board] may require in connection therewith.

Duties. During (a) Employee shall have the Employment Periodtitle, duties and responsibilities of Chairman of the Board and Chief Executive shall Officer and such other titles, duties and responsibilities as may from time to time be employed assigned by the Board of Directors that are consistent with such duties and responsibilities. (b) Employee agrees to do and perform all such acts and duties faithfully and diligently and to furnish such services as the Board of Directors may from time to time direct, and do and perform all acts in the ordinary course of business of the Company (within such limits as the Company may prescribe) necessary and conducive to the best interest of the Company. (c) Employee agrees to devote his full time, energy and skill to the business of the Employer Company and its affiliates. Executive shall serve to the Employer as a senior corporate executive promotion of the Employer best interests of the Company and shall have the title performance of his duties as Chairman of the Board and Chief Executive Officer (“CEO”) of the Employer andCompany and in such other capacities as he may be elected; provided that Employee shall not (to the extent not inconsistent with Sections 3(d), for so long 8(a) and 8(b) below) be prevented from (i) serving as so elected, shall serve as the Chairman a director of any corporation consented to in advance by resolution of the Board of Directors of the Employer 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 “Board”). Executive shall also serve as Chairman and CEO (operation or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries affairs of the Employer that he so requests. The Employer shall business in which such investments are made which would detract from or interfere or cause Executive a conflict of interest with performance of his duties hereunder. (d) Employee agrees to be nominated for reelection observe policies and procedures of the Company in effect from time to time applicable to employees of the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. ExecutiveCompany including, as Chairman and CEOwithout limitation, shall be principally responsible for all decision-making policies with respect to the Employer employee loyalty and its subsidiaries (including with respect to the hiring and dismissal prohibited conflicts 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 Employer as a publicly traded companyinterest.

Duties. During the Employment PeriodTerm (as defined in Section 4 below), Executive shall be employed in the business employed, and Executive hereby agrees to serve, as Executive Vice President and Regional President of the Employer Bank. As such, Executive shall have responsibilities, duties and its affiliatesauthority reasonably accorded to, expected of, and consistent with Executive’s position as an Executive Vice President and Regional President. Executive shall serve also perform the Employer as a senior corporate executive of duties and exercise the Employer powers and shall have functions that from time to time may be assigned or vested in him by the title of Chairman President and Chief Executive Officer of First Charter (the “CEOPresident”) of the Employer and), for so long as so elected, shall serve as the Chairman of the Board of Directors of the Employer First Charter (the “Board”)) and/or the Board of Directors of First Charter’s subsidiaries in relation to: (i) First Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including responsibility for the management and operations of the Bank’s GBC division. Executive hereby accepts this employment upon the terms and conditions herein contained and agrees to devote substantially all of his business time, attention and best efforts to promote and further the business of First Charter and the Bank. Moreover, except as specifically authorized in advance by the President, Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending not, during the Employment Period and use commercially reasonable efforts to cause his reelectionTerm (as defined in Section 4 below), be engaged as an employee or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage. Executive, as Chairman and CEO, Nothing in the foregoing limitations shall be principally responsible for all decision-construed as prohibiting Executive from making with respect to personal investments in such form or manner as will neither require his services in the Employer and its subsidiaries (including with respect to operation or affairs of the hiring and dismissal of all executives and deciding companies or enterprises in which such executives shall report solely and directly to himinvestments are made nor violate the terms of Sections 7-11 hereof; provided, however, that during the Employment Term (as defined in Section 4 below), subject Executive may not beneficially own the stock or options to supervision acquire stock totaling more than 5% of the outstanding shares of any corporation or entity, or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (as defined in Section 9 below) with First Charter and/or the Bank. The Parties further agree that such activities must not singly or in the aggregate prevent, unduly limit or materially interfere with Executive’s ability to perform his duties and responsibilities to First Charter and the Bank under this Agreement. During the Employment Term, Executive shall also: a. Comply with, execute and fulfill all lawful requests, instructions, policies and regulations made by the Board and its committees. It is understood and agreed that, notwithstanding the foregoingPresident, the Board or their authorized agents, included but not limited to general First Charter and/or Bank policies, rules and its committees will regulations applicable to First Charter and Bank employees; b. Faithfully and loyally serve First Charter, the Bank and their subsidiaries and affiliated companies to the best of his ability and use his utmost endeavors to promote their interests in all respects; c. Adhere faithfully to all applicable professional ethics and business practices, and follow and abide by all federal, state and municipal ordinances and laws relating to or regulating the business of First Charter, the Bank and their subsidiaries and affiliated companies; d. Specifically adhere to the terms of First Charter’s Code of Business Conduct and Ethics, e. Be fully and readily available to work on and perform his duties as assigned from time to time; and f. Assist in the identification and transitioning of any successor to his position, as requested, pending the termination or end of his Employment Term as set forth in Section 4 below. Notwithstanding the above duties, the President and/or the Board shall have the right to request information from, ask questions of, have access require Executive at any time during the Employment Term 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 carry out such special projects or functions commensurate with his abilities, employment position and status as Chairman Executive Vice President and CEO Regional President of the Employer Bank as a publicly traded companythe President and/or the Board shall in their absolute discretion determine.

Duties. During the Term of Employment Period, the Executive shall be employed continue to serve as the Company's Executive Vice President, Chief Operating Officer and Chief Financial Officer and as a member of the Company's Board of Directors (the "Board"). As such, the Executive shall direct and manage the affairs of the Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the business case of corporate officers)) as are customarily associated with and incident to the position of Executive Vice President, Chief Operating Officer and Chief Financial Officer, and as the Company may, from time to time, require of him, subject to the direction of the Employer and its affiliatesCompany's Chief Executive Officer. The Executive shall serve the Employer as a senior corporate executive Company faithfully, conscientiously and to the best of the Employer Executive's ability and shall have promote the title of Chairman interests and Chief Executive Officer (“CEO”) reputation of the Employer andCompany. Unless prevented by sickness or disability, for so long as so electedthe Executive shall devote all of the Executive's time, shall serve attention, knowledge, energy and skills, during normal working hours, and at such other times as the Chairman Executive's duties may reasonably require, to the duties of the Executive's employment, provided, however, that it shall not be a breach of this Agreement for the Executive to manage his own private financial investments; or with the consent of the Board of Directors (which consent shall not be unreasonably withheld) to be a member of the Employer 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 “Board”)Company's other policies. The principal place of employment of the Executive shall also serve as Chairman and CEO (or be the closest equivalent positions if not called Chairman or CEO) of all subsidiaries principal executive offices of the Employer that he so requestsCompany. The Employer shall cause Executive acknowledges that in the course of his employment he may be required, from time to be nominated for reelection time, to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 travel on behalf of the Employer as a publicly traded companyCompany.

Duties. During The Executive agrees that during the Employment Period, the Executive shall be employed in will devote his full business time, energies and talents to serving as the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of the Employer andCompany, for so long as so elected, shall serve as at the Chairman direction of the Board of Directors of the Employer Company (the “Board”). The Executive shall also serve have such duties and responsibilities 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 may be nominated for reelection assigned to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts Executive from time 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 time by the Board and its committees. It is understood and agreed thatBoard, 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 which duties and authority responsibilities shall be commensurate with his position as Chairman Executive’s position, shall perform all duties assigned to the Executive faithfully and CEO efficiently, subject to the direction of the Employer Board and shall have such authorities and powers as are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Executive hereunder. The Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, the Executive shall be nominated to serve as member of the Board subject to the election of the shareholders. Notwithstanding the foregoing, during the Employment Period, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a publicly traded companycharitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with or conflict with the Executive’s duties under this Agreement or conflict in any material way with the business of the Company and its Affiliates; provided, however, that the Executive shall not serve on the board of directors of any business (other than the Company or its Affiliates) or hold any other position with any business without receiving the prior written consent of the Board.

Duties. (i) During the Employment PeriodEmployee's employment, Executive shall be employed in the business of the Employer and its affiliates. Executive Employee shall serve the Employer as a senior corporate executive President and Chief Operating Officer of the Employer Onvia and shall have perform such duties and functions as 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 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 officer to the Employer (best of Employee's abilities and in a manner consistent with the “Board”)ethical and legal performance of such duties. If Employee is designated as Chief Executive Officer of Onvia, Employee shall also serve as Chairman Chief Executive Officer of Onvia 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 perform such duties and functions as the Board at the expiration of each then current term ending during the Employment Period Directors of Onvia shall reasonably determine from time to time; and use commercially reasonable efforts to cause his reelection. Executivein performance of Employee's duties, as Chairman and CEO, Employee shall be principally responsible for comply with 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 directions given by the Board of Directors to the best of Employee's abilities 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 a manner consistent with the Board’s ethical and its committees’ legal performance of their such duties. Executive shall report solely . (ii) Employee agrees to serve Onvia faithfully and directly to the Boardbest of Employee's ability, and to devote the substantial majority of Employee's working time, attention and efforts to the business and affairs of Onvia. Executive’s Employee represents and warrants to Onvia that he is under no contractual commitments inconsistent with Employee's obligations set forth in this Agreement. Employee and Onvia acknowledge and agree that Employee, upon notice to Onvia, may serve on behalf of other entities as a board member, advisor, etc. so long as it does not, in the good faith discretion of Onvia, materially conflict with Employee's duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyobligations under this Agreement.

Duties. During 2.1 Employee is employed as Vice President of Employer and will report to the Employment PeriodChief Executive Officer. Employee must perform and discharge well and faithfully the duties which may be assigned to Employee from time to time by Employer in connection with the conduct of its business. In addition to the duties and responsibilities specifically assigned to Employee pursuant to Section 2.1 of this Agreement, Executive shall be employed in Employee must: (a) devote substantially all of Employee's time, energy and skill to the business performance of the Employer duties of Employee's employment (reasonable vacations and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer reasonable absences due to illness excepted) and shall have the title of Chairman faithfully and Chief Executive Officer industriously perform such duties; (“CEO”b) 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 diligently follow and CEO (or the closest equivalent positions if not called Chairman or CEO) of implement all subsidiaries of the Employer that he so requests. The Employer shall cause Executive management policies and decisions communicated to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision Employee by the Board and its committees. It is understood the Chief Executive Officer; and (c) timely prepare and agreed that, notwithstanding the foregoing, forward to the Board all reports and its committees will have accounting as may be requested of Employee. 2.2 Employee must not during the right to request information Term of this Agreement be engaged (during normal business hours or otherwise) in any other business or professional activity that is in competition with, conflicts with or otherwise adversely affects Employee's job performance with Employer, whether or not such activity is pursued for gain, profit or other pecuniary advantage. This section shall not be construed as preventing Employee from, ask questions of, have access to and otherwise interact : (a) investing Employee's personal assets in all respects with senior executives other than Executive businesses which are not in connection competition with the Board’s Business of Employer and its committees’ performance which will not require any services on the part of Employee in their duties. Executive shall report operation or affairs and in which Employee's participation is solely and directly to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO that of an investor; (b) purchasing securities in any corporation whose securities are regularly traded, provided that such purchase will not result in Employee collectively owning beneficially at any time five percent (5%) or more of the Employer equity securities of any business in competition with the Business of Employer; and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as a publicly traded companythe Chief Executive Officer approves of such activities prior to Employee's engaging in them.

Duties. During (a) Commencing on the Employment PeriodEffective Date, the Executive shall be employed in the business of the 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 Executive Vice President, Chief Administrative Officer and General Counsel of the Company. The Executive shall have the duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company, including responsibility for the Company’s legal affairs, business affairs, business development, general administrative and human resources areas. The Executive shall report to the President and Chief Operating Officer of the Company or to such Company executive of equal or higher seniority. The Executive shall also serve the Board of Directors of the Employer Company (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to Company legal issues (such as Securities and Exchange Commission matters) and strategic matters or initiatives, as the Employer Board may request. (b) During the Employment Term, the Executive shall use his best energies and abilities in the performance of his duties, services and responsibilities for the Company, shall comply with the Company’s policies and procedures and shall devote substantially all of his business time and attention to the businesses of the Company and its subsidiaries (including and affiliates and shall not engage in any activity inconsistent with respect to the hiring and dismissal of all executives and deciding which foregoing, whether or not such executives activity shall report solely and directly to him)be engaged in for pecuniary profit, subject to supervision unless approved by the Board in writing; provided, however, that, to the extent such activities do not violate, or substantially interfere with his performance of his duties, services and responsibilities under this Agreement, the Executive shall be permitted to manage his personal, financial and legal affairs and serve on civic or charitable boards and committees of such boards. During the Employment Term, the Executive’s principal location of employment shall be at the Company’s executive offices in New York City, New York, except for reasonable and necessary business travel on behalf of the Company and its committees. It is understood subsidiaries and agreed that, notwithstanding affiliates. (c) Upon any termination of the foregoingExecutive’s employment with the Company, 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 be deemed to have resigned from all other positions he then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, unless otherwise agreed by the Company and directly the Executive. For purposes of determining the timing of (but not eligibility for) amounts payable upon “termination of employment,” “Date of Termination” or “separation from service” under this Agreement, such terms shall mean, to the Board. extent required under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive’s duties “separation from service” as defined in Section 409A and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyapplicable regulations thereunder.

Duties. During the Employment Period, Executive The Employee shall be employed as Executive Vice President and Chief Financial Officer of the Company, shall faithfully perform and discharge such duties as inhere in the business position of Executive Vice President and Chief Financial Officer of the Employer Company and its affiliates. Executive shall serve as may be specified in the Employer as a senior corporate executive Limited Liability Company Agreement of the Employer Company with respect to such position, and shall have the title of Chairman also perform and Chief Executive Officer (“CEO”) of the Employer and, for so long discharge such other duties and responsibilities consistent with such position as so elected, shall serve as the Chairman of the Board of Directors of the Employer Company (the “Board”)"Board of Directors") shall from time to time determine. Executive The Employee shall also serve as Chairman report to the President and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries Chief Operating Officer of the Employer that he so requestsCompany. The Employer Employee shall cause Executive perform his duties principally at offices of the Company in Dallas, Texas, with such travel to such other locations from time to time as the President and Chief Operating Officer may reasonably prescribe. Except as may otherwise be nominated for reelection approved in advance by the Board of Directors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote his full business time throughout the Employment Term to the Board at services required of him hereunder. The Employee shall render his business services exclusively to the expiration of each then current term ending Company and its subsidiaries during the Employment Period Term and shall use commercially reasonable efforts his best efforts, judgment and energy to cause his reelection. Executive, as Chairman improve and CEO, shall be principally responsible for all decision-making with respect to advance the Employer business and interests of the Company and its subsidiaries (including in a manner consistent with respect to the hiring and dismissal duties of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the Board and its committeeshis position. It is understood and agreed that, notwithstanding 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 Employee shall be commensurate with his position entitled to participate as Chairman and CEO a director or advisor to one or more associations, businesses or community or charitable organizations in the Dallas/Ft. Worth area, so long as such activity does not (i) involve a substantial amount of the Employer as a publicly traded companyEmployee's time, (ii) impair in any material respect the Employee's ability to perform his duties under this Agreement or (iii) violate the provisions of Section 9 of this Agreement.

Duties. During Employee accepts employment with the Employment Period, Executive Company on the terms and conditions set forth in this Agreement. Employee agrees to devote substantially all of Employee's working time during the term of this Agreement to the performance of Employee's duties under this Agreement. Employee shall be employed responsible for exercising primary management direction and control of the activities associated with the construction of the AT&T System (as defined in the business Fiber Optic System Agreement No. 4569177 between AT&T Corp. and ▇▇.▇▇▇ Corp.), and performing such other duties consistent with prior duties as may be determined by the Board of Directors of the Employer Company. In performing duties, Employee shall be subject to the direction 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 control of the Board of Directors of the Employer (the “Board”)Company. Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of Employee acknowledges that all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to policy making functions will be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision determined by the Board of Directors of the Company and its committeesexecutive officers of the Company and that Employee's authority will be limited to the implementation of the policies. It is understood Employee shall perform Employee's duties faithfully, intelligently, diligently, to the best of Employee's ability and agreed in the best interests of the Company. The Company acknowledges that, notwithstanding to the foregoingextent not inconsistent with Section 5, Employee may serve on the boards of directors or other governing body of other companies, including charitable entities; provided that if a company is a competitor of the Company, Employee will not serve on the board of directors of that competitor without obtaining the prior written consent of the Company. In addition, the Board and its committees will Company acknowledges (a) that Employee shall have the right to request information from(i) pursue Employee's investments with respect to Hawaii ISP/Services, ask questions of(ii) pursue Employee's investments with respect to Mitsubishi or its affiliates and (iii) monitor and pursue Employee's private investments, have access and (b) that provided Employee does not spend more than 20% of Employee's working time during the term of this Agreement with respect to such ventures, the pursuit of either or both of such ventures by Employee shall not be a breach of this Agreement. Finally, the Company acknowledges that Employee may be required to devote time and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s attention to certain matters related to GST Telecommunications, Inc. and its committees’ performance affiliates, limited solely to litigation matters, and agrees that the pursuit of their duties. Executive such matters shall report solely and directly to the Board. Executive’s duties and authority shall not be commensurate with his position as Chairman and CEO a breach of the Employer as a publicly traded companythis Agreement.

Duties. During Effective as of November 1, 2021 (the Employment Period“Start Date”), Executive shall be employed in the business of Company will employ the Employer and Employee as 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 ), reporting to the Employer and, for so long as so elected, shall serve as the Chairman of the Company’s Board of Directors of the Employer (the “Board”), pursuant to the terms and conditions set forth in this Agreement. Executive The Employee will perform such duties and responsibilities for the Company as may be assigned to the Employee from time to time consistent with the Employee’s position. The Employee shall also serve as Chairman devote substantially all of his working time to the Company and CEO (or perform his duties hereunder faithfully and to the closest equivalent positions if not called Chairman or CEO) best of all subsidiaries his abilities and in furtherance of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection business of the Company and to the Board at the expiration promotion of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelectionits interests. 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 Notwithstanding the foregoing, the Board Parties agree that Employee shall be permitted to continue to serve as a member of the board of directors of TSR, Inc. and its committees will have B▇▇▇▇▇▇▇ Industries, Inc. and as a trustee of the right HALO Trust. The Employee agrees not to request information fromserve on any other boards without prior approval by the Company. The Employee shall follow applicable policies and procedures adopted by the Company from time to time, ask questions ofincluding without limitation the Company’s Code of Business Conduct and Ethics, have access Employee Handbook and other Company policies, including those relating to business ethics, conflict of interest, non-discrimination and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s non-harassment. The Company agrees to nominate and its committees’ performance of their duties. Executive shall report solely and directly recommend to the Boardstockholders the Employee be elected as a director at each Annual Meeting of Stockholders while the Employee serves as CEO. Executive’s duties and authority shall be commensurate with his position The Employees term as director will expire if he is not re-elected by the stockholders. The Executive hereby agrees to serve as a member of the Board (including as Chairman and CEO of the Employer as a publicly traded companyBoard if appointed to that position) without additional compensation.

Duties. During The Company hereby employs the Employment PeriodExecutive as an employee, and the Executive shall agrees to be employed in by the business Company, upon the terms and conditions set forth herein. While serving as an employee of the Employer and its affiliates. Company, the 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 Chief Financial Officer and Chief Administrative Officer of the Board Company, and be appointed to serve as the Chief Financial Officer and Chief Administrative Officer of Directors Subsidiary. The Executive shall be the senior most financial and administrative officer of the Employer (Company and Subsidiary, shall report to the “Board”). Chief Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries Officer of the Employer Company, and shall have such power and authority and perform such duties, functions and responsibilities as are associated with an incident to such positions, and as the Chief Executive Officer may from time to time require of him; provided, however, that he so requests. The Employer shall cause Executive such authority, duties, functions and responsibilities are commensurate with the power, authority, duties, functions and responsibilities generally performed by Chief Financial Officers and Chief Administrative Officers of public companies which are similar in size and nature to, and the financial position of, the Company, including, but not limited to, appropriate involvement in meetings of and exposure to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the Board and its committees. It is understood and agreed that, notwithstanding The Chief Executive Officer shall be entitled to change 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 in accordance with the Company’s needs, as determined in the Chief Executive Officer’s sole discretion, and authority such changes shall not be commensurate with his position deemed to cause an adverse change in the Executive’s terms of employment and shall not give rise to any claim by the Executive against the Company in this regard. The Executive also agrees to serve, if elected, as Chairman and CEO an officer of any other direct or indirect subsidiary of the Employer Company or 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 (including for purposes of the definition of Good Reason). The Executive acknowledges and agrees that his duties shall include travel outside of Israel as may be necessary in order to fulfill his duties hereunder, as determined by the Chief Executive Officer in his sole discretion. The Company and the Executive confirm and agree that this Agreement is a publicly traded companypersonal employment contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Company in respect of any of its other employees or contractors.

Duties. During Employee shall perform the Employment Period, Executive shall be employed in following services for the business of the Employer and its affiliates. Executive Company: (a) Employee 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 andCompany, or in such other position as determined by the Board, and in that capacity shall work with the Company to pursue the Company's plans as directed by the Board. The Board agrees to recommend and support Employee as a Director at all times while he is Chief Executive Officer of the Company. (b) 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 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 so elected, shall serve as such entities are not competitive with the Chairman of the Board of Directors of the Employer (the “Board”). Executive shall also serve as Chairman Company and CEO (such service would not pose a conflict for Employee 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 restrict his ability to be nominated for reelection carry out his duties to the Board at the expiration of each then current term ending during the Employment Period Company, and use commercially reasonable efforts to cause his reelection. Executive, so long 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 any such executives shall report solely and directly to him), subject to supervision position is approved by the Board and its committeesBoard. It is understood and agreed that, notwithstanding Without limiting the foregoing, Employee shall perform services on behalf of the Board Company for at least forty hours per week, and Employee shall be reasonably available at the request of the Company at other times, including weekends and holidays, to meet the needs and requests of the Company's operations, customers, and Board. (d) During the Term, Employee will not engage in any other activities or undertake any other commitments that conflict with or take priority over Employee's responsibilities and obligations to the Company, its business, and its committees customers, including without limitation those responsibilities and obligations incurred pursuant to this Agreement. (e) During the Term, the Company will have not require Employee to relocate his residence nor will the right Company require that over any material period of time Employee will be required to request information from, ask questions of, have access be physically present at the Company's facilities to and otherwise interact in all respects with senior executives other a greater degree than Executive in connection with was the Board’s and its committees’ performance of their duties. Executive shall report solely and directly case prior to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO effective date of the Employer as a publicly traded companythis Agreement.

Duties. During the Employment Period, The Employee is engaged hereunder as Executive shall be employed in the business Vice President and Chief Financial Officer of the Employer Company and its affiliates. Executive shall serve he agrees to perform the Employer duties and services incident to that position, or such other or further duties and services of a similar nature as a senior corporate executive may be reasonably required of him by the Board of Directors of the Employer and Company or the Board's designee. Employee shall have at all times be subject to the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, for so long as so elected, shall serve as the Chairman supervision of the Board of Directors of the Employer (Company and of such other persons as the “Board”)Board may designate. Executive The Employee shall also serve as Chairman devote his full business time, attention, energies and CEO (or best efforts to the closest equivalent positions if not called Chairman or CEO) performance of all subsidiaries his duties hereunder and to the promotion of the Employer business 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 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 so requests. The Employer shall cause Executive will be required by the Company to travel outside of the New York metropolitan area in order to perform a portion of the services to be nominated rendered hereunder, but the nature or extent of such traveling shall not be such as to make it reasonably necessary for reelection the Employee to relocate his permanent residence from the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyNew York metropolitan area.

Duties. During the Employment PeriodTerm of Employment, Executive shall be employed in the business of the 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, Employee shall serve as the Chairman Company's Chief Operating Officer and Executive Vice President, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the 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 Board Company ("Avatar"), or any of Directors of the Employer their subsidiaries or affiliates (the “Board”). Executive shall also serve foregoing entities being referred to herein collectively as Chairman the "Avatar Entities" and CEO (or each as an "Avatar Entity") as the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him)Company may require, subject to supervision the direction of the Company'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 the Board and its committees. It is understood and agreed that, notwithstanding the foregoingsickness or disability, the Board Employee shall devote all of his time, attention, knowledge, energy and its committees will have skills, during normal working hours, and at such other times as the right to request information fromEmployee's duties may reasonably require, 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 Boardduties of the Employee's employment. Executive’s duties and authority The principal place of employment of the Employee shall be commensurate with his position as Chairman and CEO the current principal executive offices of the Employer Company and/or such other location within fifty (50) miles of Company's current principal place of business as a publicly traded companyshall be necessary for the Employee to discharge his duties hereunder. The Employee acknowledges that in the course of his employment he may be required, from time to time, to travel on behalf of the Company; provided, however, that the Employee shall not be required to spend more than 25% of his business time (determined on an annual basis) on overnight travel.

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 By-Laws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Vice President, Chief Software Architect at companies comparable to the Company. The Employee will hold, in addition to the office of Vice President, Chief Software Architect of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the Employment Periodemployment period, Executive the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be employed at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Effective Date. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Employer Company as is necessary in order to perform such duties faithfully, competently and its affiliates. Executive diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall serve the Employer not be precluded from devoting reasonable periods of time required for serving as a senior corporate executive member of the Employer and shall boards of companies or organizations which 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 been approved by the Board of Directors so long as such memberships or activities do not interfere with the performance 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 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 Employee's duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyhereunder.

Duties. During the Employment Period, The Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of the Employer and, for so long Company and shall faithfully and competently perform such employment duties and responsibilities as so elected, shall serve as the Chairman of the Board of Directors of the Employer (the “Board”)Company may from time to time prescribe. The Executive shall also serve as Chairman have primary responsibility over the following Company matters: operations, marketing, training, franchising, purchasing and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries commissary and shall share responsibility with the Executive Vice President and Chief Financial Officer of the Employer that he so requestsCompany with respect to all other Company matters except financial, banking, accounting, legal and construction. The Employer Executive shall cause Executive to be nominated for reelection report directly to the Board of Directors with respect to all matters as to which the Executive has primary or shared responsibility. The Executive shall perform his duties at such places and times as the expiration Board of each then current term ending Directors of the Company may reasonably prescribe. Except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Executive shall devote his full time throughout the Employment Term to the services required of him hereunder; provided, however that the Executive shall be permitted to invest his personal assets and manage his personal investment portfolio in such a form and manner as will not require any business services on his part to be provided to any third party or conflict with the provisions of Sections 7, 8 or 10 hereof. The Executive shall render his services exclusively to the Company during the Employment Period and use commercially reasonable efforts Term. The Executive agrees to cause perform his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect duties hereunder to the Employer best of his ability and its subsidiaries (including at a level of competency consistent with respect the position occupied, to act on all matters in a manner he reasonably believes to be in and not opposed to the hiring best interests of the Company, and dismissal to use his best efforts, skill and ability to promote the profitable growth of all executives the Company. The Executive 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 Company agree that 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 perform his duties primarily at the Company's principal corporate office and directly that he shall travel as necessary to the Board. Executive’s duties and authority shall be commensurate with perform his position as Chairman and CEO of the Employer as a publicly traded companyduties.

Duties. During The Executive, in his capacity as President of the Employment PeriodCompany, Executive 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 employed in the business of the Employer specified 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 designated from time to time by the Board of Directors of the Employer Company (the “Board”). Such duties may include, without limitation, the performance of services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of devote substantially all subsidiaries of the Employer Executive’s business time and effort to the performance of the Executive’s duties hereunder; provided that he so requeststhe Executive will be permitted to spend a portion of his or her time and efforts assisting ARP Phoenix Fund I GP, LLC in the performance of its duties to ARP Phoenix Fund I, L.P. 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 multi-family residential industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Employer Company acknowledges that the Executive currently serves as a director of the Company. The Company agrees that the Executive shall cause Executive to be nominated by the Nominating and Corporate Governance Committee of the Board for reelection re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the President of the Company; provided that, at the expiration time of each then current term ending during annual meeting, (a) if the Employment Period and use commercially reasonable efforts Executive is unable to cause perform his reelection. duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive, as Chairman and CEO, shall ’s employment hereunder may 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 terminated by the Board and Company due to disability, (b) the Company has not notified the Executive of its committees. It is understood and agreed that, notwithstanding intention to terminate 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 employment for cause, and authority shall be commensurate with (c) the Executive has not notified the Company of his intention resign from his or her position as Chairman and CEO of President of the Employer as a publicly traded companyCompany.

Duties. During the Employment PeriodTerm, Executive shall be employed in devote his best efforts and such of his business time, attention, skill and efforts as he deems necessary to consult with the business executive officers of the Employer Company 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 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 Bank with respect to such matters as may be reasonably requested by the Employer Company and its subsidiaries the Bank; provided, however, that nothing in this Agreement shall 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, from engaging in charitable and community activities, and from managing his personal investments. The parties hereto acknowledge and agree that (including with respect i) Executive shall be free to reside and work at the geographical location of his choice, (ii) in most circumstances, Executive may respond to the hiring Company's 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 dismissal the demands of all executives his other commitments and deciding shall require his physical attendance at meetings and events remote from his residence only in matters for which such executives Executive's presence is essential; (iv) the conduct and control of the consulting services to be performed hereunder shall report solely be the sole responsibility of Executive, and directly (v) the Company shall have no power to him), subject direct or dictate Executive's schedule or the hours during which he shall be required to supervision by the Board perform consulting services hereunder. The Company hereby acknowledges and its committees. It is understood agrees that Executive shall continue to receive compensation and agreed that, benefits pursuant to this Agreement as set forth in Paragraph 4 hereof notwithstanding the foregoing, failure or refusal of the Board and its committees will have the right Company 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 dutiesconsulting services by Executive hereunder. Executive shall report solely and directly to the Board. Executive’s duties and authority shall be commensurate with his position The Company may terminate this Agreement only for Cause as Chairman and CEO of the Employer as a publicly traded companyset out in Paragraph 5B hereof.

Duties. During the Employment Period, The Executive shall be employed in the business of the 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 Company's Vice President Taxes and General Counsel and Secretary, and as such, will serve as the chief in-house legal advisor and 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 Board of Directors of Company and its divisions and subsidiaries, and supervise the Employer 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ (the “Board”). Executive "Employment Site") and 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 be available to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executivetravel, as Chairman and CEO, shall may 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 required in connection with the Board’s and its committees’ performance of their dutieshis 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 report solely devote substantially all of his business time, attention, skill and directly efforts to the Board. Executive’s performance of his duties and authority shall be commensurate hereunder; provided, however, that the Executive may serve as director of other corporations, if such service does not conflict in any material respect with his position duties hereunder or his fiduciary duty to the Company, and provided the Executive has prior written approval from the Company. Nothing herein shall prevent the Executive from managing his personal investments and participating in charitable and civic endeavors, so long as Chairman and CEO such activities do not materially interfere with the Executive's performance of the Employer as a publicly traded companyhis duties hereunder.

Duties. A) During the Employment Periodterm of his employment hereunder, Executive shall be employed in the business of the Employer and its affiliates. Executive shall Employee agrees to serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer (“CEO”) of the Employer andBank 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, for so long and with various regulatory requirements; communicating with the Board on all decisions affecting the institution that must be made at Board level; may provide direct management to key functions as so electedappropriate; represents the institution in the community and in industry-related activities or in such other executive capacity with duties and responsibilities of a similar nature, shall serve as the Chairman of those initially undertaken by him, as the Board of Directors may from time to time determine. Employee also agrees to perform such other services and duties consistent with the office or offices in which he is serving and its responsibilities as may from time to time be prescribed by the Board of the Employer (the “Board”). Executive Directors. B) Employee shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries a Director of the Employer that he so requests. The Employer Bank, or elected, and as an officer of the Bank. C) Employee shall cause Executive to be nominated for reelection devote his full time, energies and 3 - 40 - attention, during normal business hours (excluding vacation) to the Board at business and affairs of the expiration of each then current term ending during Bank. D) Employee agrees to cooperate with the Employment Period and use commercially Bank including taking such reasonable efforts to cause his reelection. Executivemedical examinations, as Chairman and CEOmay be necessary, in the event the Bank shall desire or be principally responsible for all decision-making with respect required to obtain life insurance insuring Employee's life. E) Employee shall, except as otherwise provided herein, be subject to the Employer Bank's rules, practices and its subsidiaries (including with respect policies applicable 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 Bank's 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 Employer as a publicly traded companyEmployees.

Duties. During the Employment Periodterm of this Agreement, Executive shall Employee will be employed in by the Company to serve as Chief Operating Officer. The Employee will devote such amount of business time to the conduct of the business of the Employer Company as may be reasonably required to effectively discharge Employee’s duties under this Agreement and, subject to the supervision and its affiliates. Executive shall serve the Employer as a senior corporate executive direction 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 Company’s Board of Directors of the Employer (the “Board”). Executive shall also serve , will perform those duties and have such authority and powers as Chairman and CEO (or are customarily associated with the closest equivalent positions if not called Chairman or CEO) offices of all subsidiaries a Chief Operating Officer of a Public company engaged in a business that is similar to the business of the Employer that he so requests. The Employer shall cause Executive Company, including (without limitation) (a) the authority to be nominated for reelection direct and manage the day-to-day financial operations and affairs of the Company, (b) the authority to hire and discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Board at Effective Date as Chief Operating Officer; provided, however, that Employee will not be required to perform services for any affiliate of the expiration of each then current term ending 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 Employment Period and use commercially reasonable efforts term of this Agreement, Employee will not be required to cause 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 reelectionobligations as Chief Operating Officer of the Company. 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 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 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 same manner as immediately prior to the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO execution of the Employer as a publicly traded companythis Agreement.

Duties. During Employee will serve as the Employment PeriodDirector, Governmental Relations of the Company. In this capacity, Employee shall perform such reasonable government-related 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 shall be employed in Officer of the Company, or their designee. The Employee will devote such time, attention, skill, and energy to the business of the Employer Company as shall be necessary to perform the duties assigned to him under this Agreement, and its affiliates. Executive shall serve will use the Employer as a senior corporate executive Employee's best efforts to promote the success of the Employer Company's business, 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 will cooperate fully with the Board of Directors in the advancement 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 best interests of the Employer Company. Furthermore, the Employee shall assume and 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 he so requeststhe Company shall have any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively "Related Entities"), the Employee shall perform such duties to promote these entities and their respective interests to the same extent as the interests of the Company without additional compensation. The Employer shall cause Executive to be nominated for reelection Employee may engage in other business activities, provided that in doing so he does not violate any of the provisions of this Agreement (including Sections 6 and 7 hereof); and provided further that such other business activities do not interfere with the performance of his duties and obligations to the Board at Company under this Agreement. At all times, the expiration of each then current term ending during Employee agrees that the Employment Period Employee has read and use commercially reasonable efforts to cause his reelection. Executivewill abide by, as Chairman and CEOprospectively will read and abide by, shall be principally responsible for all decision-making any employee handbook, policy, or practice that the Company or Related Entities has or hereafter adopts with respect to the Employer and its subsidiaries (including with respect employees generally. Employee may perform his duties of employment from any location he selects that is mutually agreed 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 Employer as a publicly traded companyCompany.

Duties. III.1 During the Employment Period, Executive Period EMPLOYEE shall serve in the Office of COO and perform appropriate executive services for the COMPANY. in accordance with the historical nature and scope of duties performed by EMPLOYEE as COO of the COMPANY. III.2 EMPLOYEE shall be employed in the business entitled to make all normal executive level management decisions of the Employer COMPANY that involve matters within the COMPANY'S usual course of business and its affiliatesare duties customary for the employee in his or her capacity of COO. Executive EMPLOYEE'S authority to manage the COMPANY shall serve the Employer as a senior corporate executive of the Employer be subject to review 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 direction from the Board of Directors of the Employer (the “Board”)company. Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries Compensation paid to employees of the Employer that he so requestsCOMPANY shall be at industry standards. The Employer Bonuses, if any, for said employees shall cause Executive be based on the individual employees performance and tied to be nominated for reelection 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 skill to the Board at service of the expiration COMPANY and the promotion of each then current term ending during the Employment Period COMPANY'S interests, and shall use commercially reasonable his best efforts in the performance of his services hereunder. EMPLOYEE agrees to cause his reelection. Executiveabide, as Chairman by all rules and CEOregulations established from time to time by the Board; and all commissions, fees or other income earned and received by EMPLOYEE, if any furtherance of 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 principally responsible accepted by EMPLOYEE for all decision-making with respect the account of Company, and shall be remitted to the Employer Company within three (3) days of EMPLOYEE'S receipt thereof. III.4 The services of EMPLOYEE shall be rendered in such places and its subsidiaries (including with respect localities as the COMPANY may require from time to time, and he shall do such traveling on behalf of 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 COMPANY as may reasonably be required consistent 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 historical requirements of the Employer office of the COO of the COMPANY. III.5 EMPLOYEE shall comply with all COMPANY policies for the employees; as a publicly traded companysuch policies may exist from time to time.

Duties. During the Employment PeriodTerm of Employment, Executive shall be employed in the business of the 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, Employee shall serve as the Chairman Company’s President, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the position of 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 Board Company (“Avatar”), or any of Directors of the Employer their subsidiaries or affiliates (the foregoing entities being referred to herein collectively as the “BoardAvatar Entities” and each as an “Avatar Entity”). Executive shall also serve ) as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him)Company may require, subject to supervision the direction of the Company’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 the Board and its committees. It is understood and agreed that, notwithstanding the foregoingsickness or disability, the Board Employee shall devote all of his time, attention, knowledge, energy and its committees will have skills, during normal working hours, and at such other times as the right to request information fromEmployee’s duties may reasonably require, 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 Boardduties of the Employee’s employment. Executive’s duties and authority The principal place of employment of the Employee shall be commensurate with his position as Chairman and CEO the current principal executive offices of the Employer Company and/or such other location within fifty (50) miles of Company’s current principal place of business as a publicly traded companyshall be necessary for the Employee to discharge his duties hereunder. The Employee acknowledges that in the course of his employment he may be required, from time to time, to travel on behalf of the Company; provided, however, that the Employee shall not be required to spend more than 25% of his business time (determined on an annual basis) on overnight travel.

Duties. (a) During his employment by the Employment PeriodCompany, Executive the Employee shall perform such duties as are customary and typical by an officer of a publicly traded company, and shall discharge such duties in a professional and diligent manner at all times, to the best of his abilities. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. Unless otherwise agreed by the Company and Employee, Employee’s principal place of business with the Company shall be employed in Central Florida. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the business best interests of the Employer Company and its affiliates. Executive shall serve to do no act that would injure the Employer as a senior corporate executive business, interests, or reputation of the Employer and Company or any of its Affiliates. In keeping with these duties, Employee 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 make full disclosure to the Board of Directors of all business opportunities pertaining to the Employer business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates. The Company recognizes that Employee has a number of other business interests, and investments, and is also a consultant to, investor in and board member of several other Companies, and Employee will continue to devote a portion of his time to these other business interests, and therefore will not devote 100% of his time to the Company. However, Employee will devote such time and effort as is reasonably necessary to fulfill his duties hereunder. (the “Board”). b) Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries a Director of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the 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 Employer as a publicly traded companyCompany.

Duties. During the Employment Period, (a) The Executive shall be employed in the business of the Employer and its affiliates. Executive shall agrees to serve the Employer as a senior corporate executive of the Employer and shall have the title of Chairman President and Chief Executive Officer of the Company during the Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Board which are consistent with the Executive’s position. The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its affiliates and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “CEOCode of Conduct”) that has been or may hereafter be established and communicated by the Board to the Executive for the conduct of the Employer and, for so long as so elected, shall serve as position or positions held by the Chairman of Executive. The Executive may not accept directorships on the Board of Directors of for-profit corporations without the Employer 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”). Board in writing of the fact that he has accepted such a non-profit directorship. (b) If the Company or the Executive elects not to renew the Term pursuant to Section 2.2, the 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 continue to be nominated for reelection to the Board at employed under this Agreement until the expiration of each the then current term ending during the Employment Period and use commercially reasonable efforts Term (unless earlier terminated pursuant to cause his reelection. Executive, as Chairman and CEOSection 3.1 hereof), shall be principally responsible for all decision-making cooperate fully 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 shall perform such duties not inconsistent with the Board’s and its committees’ performance of their duties. Executive provisions hereof as he shall report solely and directly to be assigned by the Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded company.

Duties. (a) During the Employment PeriodTerm, Employee agrees to serve Employer as its Vice President and Chief Operations Officer, and Chief Financial Officer reporting to the Chief Executive Officer, and in such other executive capacities as may be agreed from time to time by the Board (or a duly authorized committee thereof) and Employee; provided that (i) Employee’s duties shall at all times be employed 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 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 electedorganization in question, shall serve as the Chairman of the Board of Directors of the an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (“Employer’s Affiliates”) as Employer may from time to time reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and with Employee’s stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the “BoardServices.”). Executive shall also serve as Chairman (b) During the Term, Employee will devote his full business time and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period attention to, and use commercially reasonable his good faith efforts to cause his reelection. Executiveadvance, the business and welfare of Employer; provided that the foregoing shall not restrict Employee’s rights to engage in passive investment activities, to serve on the boards of directors of other entities (so long 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 such activities are not violative of all executives and deciding which such executives shall report solely and directly to himSection 4 below), subject or to supervision by the Board engage in civic, charitable 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 Employer as a publicly traded companysimilar activities.

Duties. During (a) The Employee shall perform the Employment Periodfollowing duties in connection with his employment, Executive all of which shall be employed in subject to the business of the 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 paramount directions of the Board of Directors Directors: (i) To serve as "President" and to be the "Chief Executive Officer" of the Employer Company; and (ii) To assist the “Board”). Executive shall also serve as Chairman Company in its business affairs 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 scientific dealings relating to the Board at the expiration development, testing, registration, manufacturing, licensing, marketing, and selling of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executivepharmaceutical products, as Chairman well as in the Company's dealings with other companies, its regulatory affairs, banking and CEOother financial institutions and other groups and institutions; and (iii) To undertake such specific assignments, shall consistent with his office and position, as may be principally responsible for all decision-making with respect given to the Employer and its subsidiaries (including with respect him from time to the hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision time by the Board of Directors; and (iv) To continue to serve as a director of the Company, and its committeesthen as, if and when so re-elected to continue to serve as a director of the Company, and also if so elected, to serve as a director of any subsidiary or affiliate of the Company. (b) Employee shall devote his best efforts and skills to the affairs of the Company, and to the performance of the duties set forth in this Article 5, on a substantially full-time basis. It is understood The Employee shall not participate in any outside business activity that will either (i) interfere with, or (ii) be a conflict of interest with the performance of the Employee's duties, activities and agreed that, notwithstanding the foregoingemployment pursuant to this Agreement. The foregoing notwithstanding, 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 Employee has disclosed to the BoardCompany his other outside business interests ("Outside Business Interests") which are listed on Schedule "1" hereto and the Company with this full knowledge has consented to the Employee's continuance thereof. Executive’s duties 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 authority shall be commensurate with are added to Schedule "1" prior to their being commenced. The Employee may also invest his position assets and devote such reasonable time as Chairman is necessary to do so, so as to manage, protect and CEO support the profitability of the Employer as a publicly traded companythose invested assets.

Duties. a. During the Employment Periodhis employment hereunder (unless and until Subparagraph b. hereof becomes applicable), Executive shall be employed in the business of the 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, Employee shall serve as the Chairman of the Board, President and Chief Executive Officer of the Company and the Company will take such actions as necessary to cause his nomination as a member of the Board of Directors of the Employer Company. Employee shall have general and active charge of the business and affairs of the Company and, in such capacity, shall have responsibility for the day-to-day operations of the Company, subject to the authority and control of the Board of Directors of the Company. Employee shall report directly to the authority and control of the Board of Directors of the Company. Throughout the term of employment under this subparagraph, the Employee shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, as appropriate to his duties and responsibilities hereunder, except for reasonable vacations and illness or other disability, but nothing in this Agreement shall preclude the Employee from devoting reasonable periods required for serving as a director or member of any advisory committee of not more than two (at any time) "for profit" organizations involving no conflict of interest with the “Board”interests of the Company (subject to approval by the Board of Directors, which approval shall not be unreasonably withheld). Executive , or from engaging in charitable and community activities, or from managing his personal investments, provided such activities do not materially interfere with the performance of his duties and responsibilities under this Agreement. b. Effective upon the Succession, but no earlier than January 1, 2000, Employee 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 requestsBoard. The Employer Employee shall cause have the responsibility for review of the operations of the Company working directly with the President and Chief Executive to Officer. His responsibilities shall include: review of the Company's business plans on at least a monthly basis; management of the investment portfolio of the Company; active involvement with the Company's large shareholders and analysts; active involvement with all merger and acquisition activity; active involvement with large customers; and such other duties as shall be nominated for reelection requested by the Board of Directors of the Company. Employee shall report directly to the Board at of Directors of the expiration Company. Throughout the term of each then current term ending employment under this subparagraph, the Employee shall devote his full time and undivided attention during normal business hours for three or four days per week to the Employment Period business and use commercially reasonable efforts to cause his reelection. Executiveaffairs of the Company, as Chairman appropriate to his duties and CEOresponsibilities hereunder, except for reasonable vacations and illness or other disability, but nothing in this Agreement shall be principally responsible preclude the Employee from devoting reasonable periods required for all decision-making serving as a director or member of any advisory committee of not more than four (at any time) "for profit" organizations involving no conflict of interest with respect to the Employer and its subsidiaries interests of the Company (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 approval by the Board of Directors, which approval shall not be unreasonably withheld), or from engaging in charitable and its committees. It is understood and agreed thatcommunity activities, notwithstanding the foregoingor from managing his personal investments, 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 provided such activities do not materially interfere with the Board’s and its committees’ performance of their duties. Executive shall report solely and directly to the Board. Executive’s his duties and authority shall be commensurate with his position as Chairman and CEO of the Employer as a publicly traded companyresponsibilities under this Agreement.